DEF 14A of Daktronics Inc /SD/
Filed Aug 14, 2025 · FY20250000915779-25-000132
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
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, including Mr. Siegel and Mr. Atkins, who are currently serving as Directors:
Directors and Nominees for Director
| Name | Age | Principal Occupation | Committees Served On | | Andrew D. Siegel | 59 | President of Prairieland Holdco, LLC and TLI Bedrock, LLC | Nominating Committee; Compensation Committee | | Howard I. Atkins | 74 | Acting Chief Financial Officer and Chief Transformation Officer | Audit Committee; Compensation Committee; Temporary Special Committee | | Mark F. Bowser | 69 | Retired Executive Vice President and Chief Financial Officer of Cox Automotive, Inc. | | | Neil D. Glat | 57 | Managing Member of NG Strategies, LLC | |
Directors and Nominees for Director
Each of the Company's nominees for Director 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 or officers during the last fiscal year, Director nominees, or any of their respective associates have any substantial interest, directly or indirectly, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, other than elections to office.
Nominees for Director
Nominees for Director Andrew D. Siegel (59) has been a Director of the Company since September 2022 and has served on the Compensation Committee of the Board (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 (“Lead Independent Director”). On March 5, 2025, Mr. Siegel was named Chairman of the Board (“the Chair”). He currently manages 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. (“Yahoo”), 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 D.H.L and a M.A. degree from the Jewish Theological Seminary, and a juris doctor degree (JD) from New York University School of Law. Mr. Siegel brings to the Board his experience in strategy, corporate development, law and finance. For information regarding the arrangement pursuant to which Mr. Siegel was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.” Howard I. Atkins (74) has been a Director since 2022 and has served as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics since March 2025. Mr. Atkins’ term of employment as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics will continue until the earlier of the date on which a new Chief Financial Officer is appointed by the Board or the date on which his service as Acting Chief Financial Officer and Chief Transformation Officer is terminated by the Board. Mr. Atkins also served as Chairperson of the Temporary Special Committee of the Board (the “Temporary Special Committee”) from August 2024 to March 2025, a member of the Compensation Committee from December 2022 to March 2025, a member of the Audit Committee of the Board (the “Audit Committee”) from September 2023 to March 2025, and a member of the Strategy and Risk Committee of the Board (the “Strategy and Risk Committee”) from March 2024 to March 2025. Mr. Atkins is a seasoned financial executive who currently owns and operates a consulting company that helps businesses improve their operating margins and develop and execute company-specific growth strategies, and these experiences uniquely qualify him for election to the Board. He is a former Chief Financial Officer of Wells Fargo & Company, where he helped successfully lead the bank through the 2008 financial crisis, and where he oversaw the acquisition of Wachovia Bank, creating the most prominent coast-to-coast bank in the U.S. at that time. Previously, he was CFO of New York Life Insurance Company (“NYLife”), where he helped identify and acquire non-U.S. insurance organizations as part of NYLife’s international expansion strategy, CFO of Midlantic Bank which successfully completed a top-to-bottom financial restructuring, and Corporate Treasurer of Chase Manhattan Bank, where he was responsible for several of that Bank’s markets businesses in the US, Europe, and Asia. Mr. Atkins brings to the Board extensive governance experience, having served as a director of various public companies, including Occidental Petroleum (a large energy exploration and carbon sequester company), Ingram Micro (the world’s largest technology distributor), and Express Scripts (the largest pharmacy benefits manager in the U.S.). There are no arrangements or understandings between Mr. Atkins and any other persons pursuant to which he was selected to serve as the Company’s Acting Chief Financial Officer and Chief Transformation Officer. For information regarding the arrangement pursuant to which Mr. Atkins was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.” Mark F. Bowser (69) recently retired as Executive Vice President and Chief Financial Officer at Cox Automotive Inc. (“Cox Automotive”), a role he held from 2017 to 2023, a global automotive services and software company whose vision is to transform the way the world buys, sells and owns cars. Cox Automotive is a subsidiary of family-owned Cox Enterprises, Inc. Mr. Bowser joined Cox in 2006 as vice president of Cox Business where he was responsible for overseeing the commercial services division of Cox Communications. In this role, he provided leadership to develop and serve a $7 billion market of diverse business customers. Prior to joining Cox Automotive, Mr. Bowser was vice president of Dell’s Large Corporate Accounts business division where he was responsible for providing computing solutions to Fortune 1000 customers. Prior to Dell, Mr. Bowser served as president of Sprint’s $3.5 billion Enterprise Markets division providing integrated telecommunications solutions to Fortune 500 companies, and as senior vice president of Sprint’s business sales. He has held an extensive number of senior-level financial positions including accounting, financial analysis, and mergers and acquisitions at various companies. Mr. Bowser earned a bachelor’s degree in Finance and Accounting from Pennsylvania State University. He has been a board member for the STARTLIGHT Foundation and Ronald McDonald House charities. Additionally, Mr. Bowser is on the Penn State Shrayer Honors College Board and the Reynold Wellness Board. In 2012, he was named a Penn State Alumni Fellow. Over his 30-year career, Mr. Bowser has been responsible for a portfolio of diverse strategic areas including finance, operations, sales, marketing and business development for several Fortune 500 companies, and the Board believes that these and other professional experiences qualify Mr. Bowser for election to the Board.
Nominees for Director
Neil D. Glat (57) has been a senior executive, board director, and strategic advisor with experience in sports, media, hospitality, and technology. During his career, he has led and shaped high-profile organizations, scaled businesses, encouraged innovation, and accelerated growth through strategy, operating expertise, and strong execution. Mr. Glat is chair of the board of Evolv Technology (NASDAQ: EVLV), a leader in AI-based weapons detection. He has been on the board since July 2021 and chair of the board since November 2023. He currently serves on its Investment and Nominating and corporate governance committees. Mr. Glat has also been on the board of Fubo (NYSE: FUBO), a sports-centric over-the-top streaming content distributor, since March 2024. He chairs its compensation committee and serves on its nominating and corporate governance committee. Mr. Glat previously served on the board of NewHold Investment Corp. I, a publicly-traded SPAC, from July 2020 to July 2021, and NewHold Investment Corp. II, a publicly-traded SPAC, from October 2021 to April 2023. In addition, Mr. Glat was, from 2019 to 2024, on the board of ASM Global, a privately held company which was sold in August 2024 and is the world’s largest venue management company. From September 2019 to present, Mr. Glat has been the Managing Member of NG Strategies, LLC and has been providing strategic advice to private equity firms and emerging companies in sports, media, and technology businesses. From April 2012 through August 2019, Mr. Glat served as President of the New York Jets, and, from September 2019 to March 2020, he was a Senior Advisor to the New York Jets. As president, Mr. Glat was responsible for all team business operations. Prior to that, Mr. Glat held senior leadership positions at the National Football League for 15 years from June 1997 to April 2012, where he oversaw corporate development, strategy, stadium development, and club business growth. More recently, Mr. Glat was appointed in December 2021 as Co-President, Americas for SPORTFIVE, a private equity-owned global sports marketing agency, and remained with SPORTFIVE until February 2024. Mr. Glat led the strategic direction and day-to-day management of the U.S. operations and the commercial sales, digital, experiential & production, gaming, esports, creator, and media businesses, as well as overseeing finance, legal, HR, and communications. Mr. Glat has been a Senior Advisor for Arctos Sports Partners, a private equity platform focused on the professional sports industry, and H.I.G. Capital, a private equity firm with over $60 billion under management. Earlier in his career, Mr. Glat worked in management consulting at McKinsey & Company and investment banking at Dillon, Read & Co. Mr. Glat is actively involved with nonprofit and charitable organizations, including serving on the Board of Advisors for the University of Pennsylvania’s School of Social Policy & Practice. Mr. Glat received a J.D. from Harvard Law School and a B.S. in Economics with a concentration in Finance from the Wharton School at the University of Pennsylvania. The Board believes that Mr. Glat’s experience as a senior executive, board director, and strategic advisor with experience in sports, media, hospitality, and technology qualifies him for election to the Board. 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: Dr. Lance D. Bultena (62) has been a Director of the Company since September 2021 and has served on the Nominating Committee and the Audit Committee since September 2021. He chaired the Nominating Committee from July 2022 until August 2024 when he became the Chairperson of the Strategy and Risk Committee. Dr. 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 U.S. 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 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 (73) 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. Dr. Griffiths is president of Dakota State University, a public university, in Madison, South Dakota and has served in such capacity since July 2015. Dr. 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.
Nominees for Director
John P. Friel (71) 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 started his career as a Certified Public Accountant working for Touche Ross & Co. Mr. Friel served for 30 years in various capacities at MEDRAD, Inc. (“MEDRAD”), 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. Peter Feigin (55) has been a Director of the Company since March 3, 2025. He serves on the Compensation Committee and Strategy and Risk Committee since his appointment to the Board. Mr. Feigin was appointed to the Board pursuant to the Cooperation Agreement dated March 3, 2025 (the “Cooperation Agreement”) between the Company and Alta Fox. Entering his 11th year as President of the Milwaukee Bucks, and seventh year as President of the world class Fiserv Forum, Mr. Feigin brings more than two decades of dynamic corporate leadership to Milwaukee’s sports and entertainment, which are among the key attributes that qualify him for election to the Board. Beyond spearheading the development and launch of the Milwaukee Bucks Foundation, he serves on the boards of the Boys & Girls Clubs of Greater Milwaukee, the Milwaukee Public Museum, the Milwaukee Public Schools Foundation and City Year Milwaukee, while co-chairing the African American Chamber of Commerce and the COA Parents of the Year. In 2017, Mr. Feigin served as the chairman of the American Heart and Stroke Association’s annual campaign. Mr. Feigin also joined the board of CEOs Against Cancer’s Wisconsin chapter. Mr. Feigin’s experience cuts across a wide spectrum of business and entertainment corporations, from the NBA to private aviation, and from digital media and motion pictures to theme parks. Prior to joining the Bucks, Mr. Feigin served as the Chief Marketing and Revenue Officer of Deluxe Entertainment Services Group, a major international entertainment company, where he managed global business units and handled branding and business development. Prior to joining Deluxe, Mr. Feigin was the President and Chief Operating Officer of Marquis Jet Partners Inc./NetJets, the world’s leading private aviation company. Mr. Feigin was integral in Berkshire Hathaway’s NetJets acquisition of Marquis Jet in 2010 and played a central role in the integration of the two companies. After transitioning post-merger to the same responsibilities at NetJets, he led the company to significant revenue growth. Mr. Feigin was appointed to the Board pursuant to the Alta Fox Cooperation Agreement (as defined below). For information regarding the arrangement pursuant to which Mr. Atkins was originally elected to the Board, please refer to the section of this Proxy Statement entitled “Proposal One – Election of Directors – Cooperation Agreements.” Reece A. Kurtenbach (60) has been a Director of the Company since 2013 and was appointed as Interim CEO of X Display Company (XDC) in April 2025. At Daktronics, he previously served as President and CEO, and Chair of the Board of Directors from 2013 to 2025. As President and CEO, Mr. Kurtenbach set the course for the company, strategized how to generate industry leading value to our customers, positively engaged our employees, developed strategic partnerships with our suppliers, generated an attractive return for our stockholders, and managed corporate governance and compliance. He drew on a wealth of knowledge from his experiences across Daktronics to engage the management team to create a compelling vision of the future and to guide the company, through sometimes turbulent periods, towards this vision. Prior to his role as President/CEO, Mr. Kurtenbach was Daktronics Executive Vice President for Live Events and International, which included professional and collegiate sports venues as well as international markets. He also led engineering for video products and contributed to corporate oversight for product strategies and software platform development. Previously, Mr. Kurtenbach also managed the design group that developed Daktronics’ first full-color LED video display product – the technology that later launched the company into its current position as a world leader in large screen video displays. Mr. Kurtenbach started his Daktronics career in 1982 as a college student employee, working in manufacturing and customer service. After graduation, he left Daktronics to work as an Analog Test Engineer for Unisys and then as a Hardware Engineer at RoMar, Ltd. He returned to Daktronics in 1991. An advocate for children of all ages, Mr. Kurtenbach has served on the board of the Boys and Girls Club of the Northern Plains and continues to visit the local Club to work with youth. He serves on the Catholic Foundation Board for the East River Diocese of South Dakota, and he volunteers at his local church. He also sits on the boards of two burgeoning companies – Etulipa and X Display Company. Mr. Kurtenbach graduated from South Dakota State University with a BS in electrical engineering with minors in math and computer science. As a result of these and other professional experiences, the Board believes that Mr. Kurtenbach has a comprehensive understanding of the display industry, broad executive management experience in our business, and a particular knowledge and experience in technology, manufacturing, and international business, which are among the key attributes that qualify Mr. Kurtenbach for election to our Board. Mr. Kurtenbach is the brother of Carla Gatzke and Matthew Kurtenbach.
Nominees for Director
Shereta D. Williams (51) has been a Director of the Company since September 2021, has 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 serves as Executive Vice President of Cox Enterprises, Inc., a global communications, automotive, and media company, based in Atlanta, Georgia, and she has served as a vice president 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. As a result of these and other professional experiences, the Board believes that Ms. Williams possesses particular knowledge and experience in executive management, and the finance, human capital management, technology, and manufacturing areas relevant to our business, which are among the key attributes that qualify Ms. Williams for election to our Board.
Director Compensation
Director Compensation The following table sets forth information about the compensation paid to and earned by our Directors for Fiscal 2025:
FISCAL YEAR 2025 DIRECTOR COMPENSATION
FISCAL YEAR 2025 DIRECTOR COMPENSATION
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total Compensation ($) | | John P. Friel (2) | $85,175 | $85,000 | $170,175 | | Kevin P. McDermott (2) | 65,675 | 85,000 | 150,675 | | Dr. José-Marie Griffiths (2) | 70,350 | 85,000 | 155,350 | | Shereta D. Williams (2) | 67,775 | 85,000 | 152,775 | | Dr. Lance D. Bultena (2) | 70,350 | 85,000 | 155,350 | | Andrew D. Siegel (2) | 63,100 | 85,000 | 148,100 | | Howard I. Atkins (2)(3) | 492,775 | 85,000 | 577,775 | | Peter Feigin (4) | — | 85,000 | 85,000 |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| (1) Reece A. Kurtenbach, the President and CEO of the Company from September 1, 2013 to March 5, 2025, and Howard I. Atkins, who has served as our Acting Chief Financial Officer and Chief Transformation Officer since March 5, 2025, were Named Executive Officers during Fiscal 2025. Mr. Kurtenbach resigned from his position of President and CEO on March 5, 2025, but remains on the Board. While Mr. Kurtenbach received no compensation as a Director during Fiscal 2025, Mr. Atkins received compensation for services rendered as a Director from April 28, 2024 through March 4, 2025. Pursuant to applicable SEC rules, the compensation paid to Mr. Kurtenbach and Mr. Atkins for services as a NEO during Fiscal 2025, as well as the compensation paid to Mr. Atkins for services rendered as a Director during Fiscal 2025, are reported in the appropriate tables within the section of this Proxy Statement entitled "Executive Compensation.” In the interest of transparency, the Company has also voluntarily disclosed the compensation paid to Mr. Atkins for services as Director during Fiscal 2025 both in the table above and in the “Executive Compensation – Summary Compensation Table” section of this Proxy Statement. |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| (2) The $85,000 amounts represent the aggregate grant date fair value of each of the grants of 7,160 restricted shares of our Common Stock made on September 9, 2024 to each of the Directors, except Peter Feigin, with a grant date fair value of $11.87 per share, which awards vest on August 23, 2025 with respect to each Director if the grantee remains a Director on the vesting date. 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"). As of April 26, 2025, the total equity awards outstanding for each Director was 7,160 restricted shares, other than Reece A. Kurtenbach and Mr. Atkins, whose information regarding outstanding equity awards is provided in the “Executive Compensation - Outstanding Equity Awards and Fiscal Year-End Table” section of this Proxy Statement, and Peter Feigin, whose information regarding outstanding equity awards is provided in footnote 4 of this table. |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| (3) For further information regarding compensation paid to Mr. Atkins for services rendered as a Named Executive Officer and a Director during Fiscal 2025, please refer to the “Executive Compensation – Summary Compensation Table” section of this Proxy Statement. |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| (4) The $85,000 amounts represent the April 24, 2025 grant of 6,821 restricted shares of our Common Stock to Mr. Feigin named in the table with a grant date fair value of $12.46 per share, which awards vest on August 23, 2025 with respect to Mr. Feigin if he remains a Director on the vesting date. The dollar amounts in this column of the table were computed in accordance with ASC 718. |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
Independent Director Fees. For Fiscal 2025, each independent Director received an annual cash retainer of $53,750. The following table describes the annual retainers paid for Fiscal 2025 to each independent Director for Board committee membership participation:
FISCAL YEAR 2025 DIRECTOR COMPENSATION
| | Chair | Other Members | | Audit Committee | $7,250 | $4,675 | | Compensation Committee | 7,250 | 4,675 | | Nominating and Governance Committee | 7,250 | 4,675 | | Strategy and Risk | 7,250 | 4,675 | | Temporary Special Committee | 350,000 | 6,500 | | Lead Independent Director | 15,000 | |
FISCAL YEAR 2025 DIRECTOR COMPENSATION
All of the retainers and fees for Board and Committee service are included in the table above entitled "Fiscal Year 2025 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 20,000 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 16, 2025, all Directors were in compliance with these guidelines, except for Peter Feigin who was appointed to the Board in Fiscal 2025 and is still within the five-year compliance period.
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS Introduction. The following discussion should be read in conjunction with the various tables and accompanying narrative disclosure appearing in this Proxy Statement. Those tables and narrative disclosure provide more detailed information regarding the compensation and benefits awarded to, earned by, or paid to our Named Executive Officers, as well as the plans in which they are eligible to participate. At last year’s annual meeting, our stockholders provided an advisory "say-on-pay" vote indicating their overwhelming support of the Company’s compensation program for our Named Executive Officers. We view the result of this non-binding vote as an indication that our stockholders are generally supportive of our executive compensation program and policies. Our stockholders had previously voted that such say-on-pay votes be held annually. As a result, a proposal presented to the Company’s stockholders at the Annual Meeting will seek our stockholders’ input on our executive compensation program. Executive Summary. Our executive compensation program, developed by management and approved by the Compensation Committee, is intended to be externally competitive and internally fair, align the interests of executives with the interest of stockholders, be simple (easily understood) and team-based, focus on key performance metrics, and be balanced among short-term and long-term objectives and cash and equity compensation. It uses salary, benefits, and non-equity-based and equity-based incentive plans to achieve these goals, with a focus on tying compensation to corporate performance. The retention of top talent and the achievement of corporate objectives measure the effectiveness of our compensation program. The Company's financial performance for Fiscal 2025 included an increase in orders of 5.6 percent to $781.3 million as compared to $740.1 million in Fiscal 2024. Financial metrics for Fiscal 2025 included a negative 2.0 percent return on assets and a negative 4.2 percent return on beginning stockholders' equity. Operating margin was 4.4 percent as a percent of sales for Fiscal 2025 as compared to 10.6 percent as a percent of sales for Fiscal 2024. The executive compensation plan is designed to put a significant portion of executives’ compensation at risk based on the company’s performance, with the annual incentive compensation dependent on the key financial metric of the company’s operating margin and with the long-term incentive equity grants vesting over time to vary the value as the stock price changes. Role of Compensation Committee, Philosophy and Objectives. The Compensation Committee has the responsibility for guiding our executive compensation philosophy and overseeing the design of our executive compensation programs. In arriving at the appropriate levels of pay and incentive opportunities, the Compensation Committee reviews our compensation philosophy and trends in our peer group to assure that our executive compensation program is competitive to effectively recruit and retain talented members of management, focus our executives to achieve short- and long-range corporate objectives, and align the interests of the executives with the interests of our stockholders. The Compensation Committee bases its executive compensation decisions on the following philosophies:
Elements of Compensation
Elements of Compensation For Fiscal 2025, the principal components of our executive compensation program consisted of the following, each of which is addressed below in greater detail: base salary, non-equity-based incentive compensation (“Annual Incentive”), equity-based compensation, and post-employment compensation and other benefits. Base Salary. The base salary reflects each executive's responsibility, capability and performance. Base salary is determined based on the benchmarking data for the executive's responsibilities, the executive's experience, and the executive's performance and the impact of such performance on our business results. The base salary component is designed to attract and retain executives. The Compensation Committee also takes into account the Company's financial performance, and it has in the past limited executive pay changes based on business or economic conditions. The Compensation Committee also considers the recommendations of the CEO for other Named Executive Officers. Non-Equity-Based Incentive Compensation. The purpose of our non-equity-based incentive compensation plan is to focus the executive team on the Company-wide goals and objectives of growth in revenue and reductions in costs in order to achieve and sustain a target operating margin. The non-equity-based incentive compensation plan is a formula-based variable cash compensation plan, with no payouts if operating margin is less than 2.5 percent, targeted payouts at a 10 percent operating margin, and maximum payouts at a 12.5 percent operating margin. The targeted level of variable cash compensation varies from an amount equal to five months of base salary to nine months of base salary for each executive officer, with the exception of Reece Kurtenbach, whose target level of variable cash compensation for under the Fiscal 2025 compensation program was 12 months of base salary. The maximum level of the variable cash compensation is 120 percent of the targeted level of variable cash compensation. In designing the Fiscal 2025 Annual Incentives for our NEOs, including the performance measure, the Compensation Committee took into account other non-equity-based incentive compensation plans at comparable companies, as well as the Compensation Committee's preference for a material level of executive compensation that varies with the Company's performance. The Compensation Committee selected the operating margin measure for the formula because it believes the operating margin measure is the most appropriate indicator of performance that will drive long-term stockholder value, and it is consistent with our corporate strategies. The various payout percentages based on operating margins are as follows:
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% |
Elements of Compensation
Accordingly, for Fiscal 2025, a NEO’s Annual Incentive was calculated based on the following formula: [Base Salary] x [Target Percentage] x [((-Minimum Operating Margin + Operating Margin Percentage Attained)/Change between Min and Max Operating Margin) x (Difference in Variable Compensation Table)] = [Bonus Payout] We follow applicable laws and regulations and our Clawback Policy regarding the recovery of amounts paid through non-equity-based, equity-based, and other forms of incentive-based compensation, and profits realized from the sale of securities resulting from any misconduct on the part of a Named Executive Officer. During Fiscal 2025, 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: Reece A. Kurtenbach - 90 percent of his base salary; Sheila M. Anderson - 65 percent of her base salary; Carla S. Gatzke - 50 percent of her base salary; Bradley T. Wiemann - 65 percent of his base salary; and Matthew J. Kurtenbach - 65 percent of his base salary. The Fiscal 2025 attainment percentage was 19 percent. There was a total of $119,792 of non-equity-based incentive compensation for Named Executive Officers in Fiscal 2025, $1,080,981 in Fiscal 2024, and none for the fiscal year ended April 29, 2023 (“Fiscal 2023”). Equity-Based Compensation. Grants of equity awards offer long-term incentives to our executives and align the interests of employees more closely with those of our stockholders. 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 has been constrained by the Board’s intent to limit expense and dilution to stockholders. The Compensation Committee allocates equity grants to the Named Executive Officers, and the CEO allocates equity grants to other selected employees. 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 2025, 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 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 2025, all equity grants to employees were made under the 2020 StoPlan (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 stockholders. 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. Post-Employment Compensation and Other 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. A summary of the additional post-employment compensation and other benefits available to our Named Executive Officers is set forth below. Employee Retention and Protection Plan As disclosed elsewhere in this Proxy Statement and in our other reports filed with the SEC, the Board adopted the Daktronics, Inc. Employee Retention and Protection Plan (the “Original Retention Plan”) on March 5, 2025 and the Daktronics, Inc. Amended and Restated Employee Retention and Protection Plan, which amends and restates the Original Retention Plan, on June 23, 2025 (the “Amended Retention Plan”). The Amended Retention Plan promotes retention of the Named Executive Officers and other key employees by providing them with certain severance protections and benefits. For details regarding the Retention Plan and other post-termination compensation payable to our NEOs under certain conditions during Fiscal 2025, please refer to the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement. Retirement Savings Plans 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 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 $3.5 million, $3.2 million, and $3.0 million in Fiscal 2025, Fiscal 2024, and Fiscal 2023, 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 2025." Employee Stock Purchase Plan 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.
Retention RSU Awards
Retention RSU Awards To incentivize retention throughout the executive transition, the Board approved Retention Restricted Stock Unit Agreement (the “Retention RSU Agreement”) providing for a grant of restricted stock units (“RSUs”) and RSU grants to certain executive officers of the Company (“Retention RSU Grants”). The Retention RSU Grants were awarded to the recipients discussed below pursuant to the terms of the Retention RSU Agreement and the 2020 Plan, effective as of the close of business March 5, 2025. Under the Retention RSU Agreement, one-third of the RSUs will vest on each of the first, second, and third anniversaries of the Vesting Commencement Date (as such date is specified in the applicable Retention RSU Agreement), so long the recipient remains continuously employed by the Company or a subsidiary of the Company through each such vesting date. If and to the extent vested, each RSU under the Retention RSU Agreement represents the right to receive one share of Common Stock. Under the Retention RSU Agreement, if the recipient is terminated prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting as determined elsewhere in the Retention RSU Agreement, the 2020 Plan, the Retention Plan, or otherwise), any unvested RSUs will generally terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. In addition, the RSUs shall become immediately and fully vested upon a Change in Control Termination (as defined in the 2020 Plan). RSUs under the Retention RSU Agreement do not participate in dividends. The NEOs that received Retention RSU Grants are identified below, along with the number of shares of Common Stock that are subject to each grant. Retention RSU Grant Recipients
Retention RSU Awards
| RSU Recipient | Intended Value of the RSU Grant | | Sheila M. Anderson, Chief Data and Analytics Officer | $200,040 | | Matthew J. Kurtenbach, Vice President | $198,000 | | Carla S. Gatzke, Vice President and Secretary | $180,000 |
Retention RSU Awards
The number of RSUs subject to each Retention RSU Grant was calculated by dividing (x) the intended value of the applicable RSU Grant by (y) $14.33, the closing price of Common Stock on March 4, 2025. Retention Payment – Ms. Anderson On March 3, 2025, in recognition of her efforts to perform multiple roles within the Company’s management team at various periods throughout Fiscal 2025 and for services rendered in the role of principal accounting officer of the Company in connection with the preparation and filing of the Form 10-K, the Company awarded Ms. Anderson a lump-sum discretionary bonus, paid in cash, in the amount of $50,000. 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:
Retention RSU Awards
| Apogee Enterprises, Inc. | Hawkins, Inc. | Johnson Outdoors Inc | | Badger Meter, Inc. | LSI Industries | Manitowoc Co Inc. | | Bio-Techne Corporation | Tennant Company | Proto Labs Inc. | | Douglas Dynamics Inc | Lindsay Corporation | Strattec Security Corp. | | Graco, Inc. | Enerpac Tool Group Corp. | Mayville Engineering Co Inc. |
Retention RSU Awards
The Compensation Committee also considers compensation data from the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information. The Compensation Committee believes that the Company's executive compensation is sufficiently conservative so as not to require an external consultant opinion in making pay decisions.
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 any “covered employee.” Covered employees include a company’s principal executive officer, principal financial officer, the three other most highly compensated executive officers, and any individual who was a covered employee for any taxable year beginning after December 31, 2016. Once an executive is a covered employee, they remain subject to this limitation indefinitely, even if they are no longer serving in that role. For taxable years beginning after December 31, 2026, the American Rescue Plan Act expands the definition of covered employees to include the next five highest-compensated employees, even if such employees are not executive officers. Unlike other covered employees, these additional employees will be subject to the Section 162(m) limitation only for the tax years in which they qualify among the top five highest-compensated employees. Effective for tax years beginning after December 31, 2025, amendments made by the One Big Beautiful Bill Act, enacted on July 4, 2025, will require us to aggregate compensation paid by members of our controlled group, if applicable, when applying the $1 million limitation. This will require coordination of deduction limits across affiliates. We are currently evaluating the potential impact of this aggregation requirement on our ability to deduct executive compensation across our controlled group. The performance-based compensation exception previously available under Section 162(m) was eliminated for most awards made after November 2, 2017. To the extent any legacy awards remain eligible for transition relief under rules promulgated prior to the adoption of the Tax Cuts and Jobs Act of 2017, we monitor and maintain records to ensure continued compliance with applicable requirements. Our Board and Compensation Committee may, in their judgment, authorize compensation payments that exceed the deductibility limits under Section 162(m) when they believe that such payments are appropriate to attract, retain, and reward executive talent, regardless of deductibility.
Fiscal 2026 Compensation Changes
Fiscal 2026 Compensation Changes On June 23, 2025, the Board approved an executive compensation program for Fiscal 2026 (the “2026 Program”). The central purposes of the 2026 Program are to: (i) support the recruitment and retention of high-performing executives; (ii) encourage leadership to drive transformational corporate performance; (iii) strengthen the alignment between executive compensation and the Company’s performance; and (iv) align executives’ interests with the best interests of the Company and its stockholders. The 2026 Program currently applies to all of the “Covered NEOs” (as defined below). It does not apply to the Company’s Interim Chief Executive Officer, Bradley T. Wiemann, or the Acting Chief Financial Officer, Howard I. Atkins, whose compensation arrangements are set forth in their respective offer letters and equity award agreements. A summary of the material compensation terms for fiscal year 2026 for each of Messrs. Wiemann and Atkins is discussed in the “Executive Compensation: Employment, Severance, and Change in Control Arrangements” section of this Proxy Statement. Except as otherwise set forth below, the 2026 Program is materially consistent with the compensation program for Fiscal 2025. Annual Incentive Awards Under the 2026 Program, the Covered NEOs will be eligible to earn an Annual Incentive based on three performance measures: (i) the Company’s revenue for Fiscal 2026 (weighted at 30%); (ii) the Company’s operating margin for Fiscal 2026 (weighted at 50%); and (iii) performance measures specific to each Covered NEO (weighted at 20%). The CEO will recommend for approval by the Compensation Committee of the Board the individual performance objectives for each Covered NEO under his or her Annual Incentive, including but not limited to strategic initiatives, operational goals, and non-financial factors, and will evaluate each Covered NEO’s performance against those objectives. Annual Incentive payouts to the Covered NEOs will be made in cash and range from 25% of target (threshold performance) to 150% of target (maximum performance). No Annual Incentive payout will be made for a given performance goal if the attainment for such goal falls below the threshold level. For individual performance results between threshold and target levels, and between target and maximum levels, the Annual Incentive payouts will be determined by linear interpolation. Annual Incentive award opportunities under the 2026 Program for each of the Named Executive Officers (the “Covered NEOs”), expressed as a percentage of such Covered NEO’s base salary, are listed below:
Fiscal 2026 Compensation Changes
Long-Term Incentive Awards Under the 2026 Program, the values of the long-term incentive awards have been adjusted to more closely align with market practice. In addition, performance stock units (“PSUs”) that vest based on the attainment of certain financial performance measures of the Company during a three-year performance period (the “PSU Performance Period”) have been introduced to strengthen the connection between executive compensation and long-term stockholder value. For the Fiscal 2026 long-term incentive awards, each Covered NEO will receive an award with a target value equal to 50% of the Covered NEO’s base salary, with 25% of such award in the form of PSUs and 75% of the award in the form of RSUs. This allocation ratio is subject to adjustment by the Board from time to time. PSUs are earned based on the Company’s profit growth (weighted at 60%) and revenue growth (weighted at 40%) during the PSU Performance Period. Earned PSUs cliff vest, if at all, on the third anniversary of the date of grant, and if earned, the number of PSUs earned range from 25% (threshold performance) to 150% (maximum performance) of the Covered NEO’s target opportunity. RSUs awarded under the 2026 Program vest pro rata over a three-year period beginning on the grant date, so long as the Covered NEO remains continuously employed by the Company or a subsidiary of the Company through each such vesting date. The terms and conditions of RSU awards under the 2026 Program are materially consistent with those previously disclosed and set forth in the CD&A. Amended Retention Plan On June 23, 2025, the Board approved the Amended Retention Plan, which amended and restated the benefits and other terms applicable to our NEOs under the Original Retention Plan. Under the Amended Retention Plan, the Severance Multiplier (as defined in the Amended Retention Plan) used to calculate the cash severance payment for each Covered NEO is: (i) if a Qualifying Termination (as defined in the Amended Retention Plan) of the Covered NEO occurs within 18 months following the start date of a new CEO, 1.5x of the Covered NEO’s base salary plus target annual bonus; (ii) if a Qualifying Termination of the Covered NEO occurs within 12 months following a Change in Control (as defined in the Amended Retention Plan), 2x of the Covered NEO’s base salary plus target annual bonus; and (iii) in all other cases, 1.0x of the Covered NEO’s base salary plus target annual bonus. In addition, in the event of a Qualifying Termination: (a) all RSUs and Options (as defined in the Amended Retention Plan) held by the Covered NEOs as of the date of the Qualifying Termination (the “Termination Date”) will immediately become fully vested as of the Termination Date; (b) any Options that become vested pursuant to the Amended Retention Plan will become exercisable as of the Termination Date, subject to the terms and conditions of the applicable award agreement; and (c) all outstanding and unvested PSUs held by the Covered NEOs as of the Termination Date will vest pro rata on the Termination Date based on the number of days remaining in the applicable PSU Performance Period, with the actual number of PSUs that vest to be determined based on actual performance levels after the end of such PSU Performance Period.
SUMMARY COMPENSATION TABLE – FISCAL 2025
SUMMARY COMPENSATION TABLE – FISCAL 2025
SUMMARY COMPENSATION TABLE – FISCAL 2025
| Name and Principal Position | Year | Salary($) | Bonus($) (5) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation($) (3) | All Other Compensation($)(4) | Total($) | | Bradley T. Wiemann(6) | 2025 | $331,185 | $41,538 | $26,945 | $— | $27,788 | $10,350 | $437,806 | | Interim President and CEO | 2024 | 306,515 | — | 12,116 | 12,116 | 180,842 | 9,114 | 520,703 | | | 2023 | 297,515 | — | 7,550 | 16,313 | 4,930 | 8,442 | 334,750 | | Reece A. Kurtenbach(7)(10) | 2025 | 534,306 | — | 26,945 | 26,919 | — | 690,563 | 1,278,733 | | Former President and CEO | 2024 | 506,792 | — | 24,241 | 24,237 | 415,346 | 9,900 | 980,516 | | | 2023 | 491,400 | — | 16,308 | 35,039 | 11,286 | 9,150 | 563,183 | | Howard I. Atkins(8)(14) | 2025 | 96,923 | 225,000 | 84,989 | — | — | 577,775 | 984,687 | | Acting Chief Financial Officer and Chief Transformation Officer | | | | | | | | | | Sheila M. Anderson(9)(11) | 2025 | 333,400 | 50,000 | 213,512 | 13,460 | 34,207 | 10,350 | 654,929 | | Chief Data and Analytics Officer and Former Chief Financial Officer | 2024 | 327,515 | — | 12,116 | 12,116 | 192,999 | 6,900 | 551,646 | | | 2023 | 314,985 | — | 7,550 | 16,313 | 5,272 | 6,536 | 350,656 | | Matthew J. Kurtenbach(12) | 2025 | 311,692 | — | 224,945 | — | 33,858 | 10,350 | 580,845 | | Vice President | 2024 | 296,115 | — | 12,116 | 12,116 | 174,822 | 9,020 | 504,189 | | | 2023 | 287,115 | — | 7,550 | 16,313 | 4,761 | 8,613 | 324,352 | | Carla S. Gatzke(13) | 2025 | 273,715 | — | 193,472 | 13,460 | 23,940 | 10,350 | 514,937 | | Vice President and | 2024 | 252,738 | — | 12,116 | 12,116 | 116,972 | 7,862 | 401,804 | | Secretary | 2023 | 244,292 | — | 7,550 | 16,313 | 3,113 | 7,329 | 278,597 |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (1) Consists of restricted stock units granted under the 2020 Plan for Fiscal 2023, Fiscal 2024, and Fiscal 2025. In accordance with ASC 718, the amount is calculated based on the grant date fair value of the award. Refer to “Note 10. Stockholders’ Equity and Share-Based Compensation” of the Notes to our Consolidated Financial Statements included in the Form 10-K for a discussion of the assumptions used in calculating the amounts under ASC 718. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (2) Consists of stock options granted under the 2020 Plan for Fiscal 2023, Fiscal 2024, and Fiscal 2025. 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. Stockholders’ Equity and Share-Based Compensation” of the Notes to our Consolidated Financial Statements included in the Form 10-K for a discussion of the assumptions used in calculating the amount under ASC 718. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (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 in the CD&A section of this Proxy Statement, non-equity-based incentive compensation payments are based upon the achievement of certain operating margin targets for Fiscal 2023, Fiscal 2024, and Fiscal 2025. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (4) Consists of matching contributions made by us to the applicable NEO, except for Howard I. Atkins, under the 401(k) Plan, which is intended to qualify under Section 401(k) of the Code. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (5) Bonuses are related to the management transition that occurred effective March 5, 2025. The amounts reported in this column include: (i) for Mr. Atkins, a lump-sum cash bonus paid in connection with his appointment as Acting Chief Financial Officer and Chief Transformation Officer; (ii) for Ms. Anderson, a lump-sum cash discretionary bonus paid in recognition of services rendered in her capacity as principal accounting officer for Fiscal 2025 in connection with the preparation and filing of the Form 10-K; and (iii) for Mr. Wiemann, a lump-sum cash bonus paid in connection with his appointment as Interim President and CEO. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (6) Bradley T. Wiemann was named Interim President and CEO on March 5, 2025. Previously Mr. Wiemann served as Executive Vice President. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (7) Reece A. Kurtenbach resigned from his position as President and CEO on March 5, 2025. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (8) Howard I. Atkins was named Acting Chief Financial Officer and Chief Transformation Officer on March 5, 2025. Mr. Atkins was not a NEO prior to Fiscal 2025, and therefore, only information related to compensation received during Fiscal 2025 is presented. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (9) Sheila M. Anderson was named Chief Data and Analytics Officer on October 21, 2024. Ms. Anderson served as Chief Financial Officer until March 5, 2025. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (10) Reece A. Kurtenbach’s “All Other Compensation” consists of $10,350 in 401(k) Plan matching contributions paid by the Company and $680,213 from early acceleration of stock options. For further information, regarding the acceleration of stock options pursuant to the Separation Agreement, see “Executive Compensation – Employment, Severance, and Change in Control Arrangements.” |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (11) Sheila M. Anderson’s “Stock Awards” includes a Retention RSU Grant of $200,040. For further information, see “CD&A - Retention RSU Awards.” |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (12) Matthew J. Kurtenbach’s “Stock Awards” includes a Retention RSU Grant of $198,000. For further information, see “CD&A - Retention RSU Awards.” |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (13) Carla S. Gatzke’s “Stock Awards” includes a Retention RSU Grant of $180,000. For further information, see “CD&A - Retention RSU Awards.” |
SUMMARY COMPENSATION TABLE – FISCAL 2025
| (14) Howard I. Atkins’s “All Other Compensation” includes compensation paid for services rendered as a Director during Fiscal 2025, which amount is comprised of: (i) $492,775 in fees earned or paid in cash, which fees consisted of (a) $53,750 paid for his service as a Director, (b) $89,025 paid for his service as member of Board committees, and (c) a one-time $350,000 retainer fee awarded for his service as Chairperson of the Temporary Special Committee; and (iv) $85,000 paid in the form of stock awards. |
SUMMARY COMPENSATION TABLE – FISCAL 2025
The following table sets forth information regarding grants of plan-based awards to the Named Executive Officers during Fiscal 2025:
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| | Estimated future payouts under non-equity incentive plan awards(1) | | | | All other stock awards: number of shares of stock or units | All other option awards: number of securities underlying options | Exercise or base price of option awards | Grant date fair value of stock and option | | Name | Threshold ($) | Target ($) | Maximum ($) | Grant Date | (#)(2) | (#) (3) | ($/share)(4) | awards ($) (5) | | Bradley T. Wiemann | 41,085 | 164,342 | 197,210 | 9/9/2024 | 2,270 | — | 11.87 | $25,000 | | | | | | 3/5/2025 | 20,935 | — | 14.33 | 300,000 | | Reece A. Kurtenbach | 94,050 | 376,200 | 451,440 | 9/9/2024 | 2,270 | 4,180 | 11.87 | 50,000 | | | | | | 3/5/2025 | 4,186 | — | 14.33 | 59,985 | | Howard I. Atkins | — | — | — | 9/9/2024 | 7,160 | — | — | — | | | | | | 3/5/2025 | 10,467 | — | 14.33 | 149,992 | | Sheila M. Anderson | 43,929 | 175,717 | 210,860 | 9/9/2024 | 1,135 | 2,090 | 11.87 | 25,000 | | | | | | 3/5/2025 | 13,959 | — | 14.33 | 200,040 | | Matthew J. Kurtenbach | 39,677 | 158,708 | 190,450 | 9/9/2024 | 2,270 | — | 11.87 | 25,000 | | | | | | 3/5/2025 | 13,817 | — | 14.33 | 198,000 | | Carla S. Gatzke | 25,938 | 103,750 | 124,500 | 9/9/2024 | 1,135 | 2,090 | 11.87 | 25,000 | | | | | | 3/5/2025 | 12,561 | — | 14.33 | 180,000 |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| (1) Consists of variable cash compensation under our annual non-equity-based incentive compensation plan. The amounts reflect the minimum payment level, the target payment level, and the maximum payment level under the plan. For additional information concerning our annual non-equity-based compensation plan, refer to the CD&A. |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| (2) Consists of restricted stock units granted to the Named Executive Officers in Fiscal 2025 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. |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| (3) Consists of options granted to the Named Executive Officers in Fiscal 2025 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. |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| (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. |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
| (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 $11.87 per share on September 9, 2024 and $14.33 per share on March 5, 2025. |
GRANTS OF PLAN-BASED AWARDS — FISCAL 2025
The following table sets forth information about unexercised options and restricted stock units that have not vested that were held at April 26, 2025 by the Named Executive Officers:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
| | Option Awards(1) | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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) | | Bradley T. Wiemann | 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 | — | — | | | 9/5/2019 | 1,250 | — | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | 2,500 | 2,500 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | 1,250 | 2,500 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | 2,250 | 6,750 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | 457 | 1,829 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 27,189 | 341,494 | | Howard I. Atkins | | — | — | — | — | 17,627 | 221,396 | | Sheila M. Anderson | 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 | 6,250 | — | 7.47 | 09/05/29 | — | — | | | 9/30/2020 | 10,000 | 2,500 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | 3,750 | 2,500 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | 4,500 | 6,750 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | 457 | 1,829 | 9.85 | 09/11/33 | — | — | | | 9/9/2024 | — | 2,090 | 11.87 | 09/09/34 | — | — | | | | — | — | — | — | 19,078 | 239,620 | | Matthew J. Kurtenbach | 9/30/2020 | — | 2,500 | 4.11 | 09/03/30 | — | — | | | 9/2/2021 | — | 2,500 | 5.66 | 09/02/31 | — | — | | | 9/8/2022 | — | 6,750 | 3.02 | 09/08/32 | — | — | | | 9/11/2023 | — | 1,829 | 9.85 | 09/11/33 | — | — | | | | — | — | — | — | 20,071 | 252,092 | | Carla S. Gatzke | 9/3/2015 | 6,870 | — | 8.51 | 9/3/2025 | — | — | | | 9/1/2016 | 6,870 | — | 9.57 | 9/1/2026 | — | — | | | 8/31/2017 | 6,870 | — | 9.63 | 8/31/2027 | — | — | | | 9/6/2018 | 6,250 | — | 7.83 | 9/6/2028 | — | — | | | 9/5/2019 | 6,250 | — | 7.47 | 9/5/2029 | — | — | | | 9/30/2020 | 10,000 | 2,500 | 4.11 | 9/3/2030 | — | — | | | 9/2/2021 | 3,750 | 2,500 | 5.66 | 9/2/2031 | — | — | | | 9/8/2022 | 4,500 | 6,750 | 3.02 | 9/8/2032 | — | — | | | 9/11/2023 | 457 | 1,829 | 9.85 | 9/11/2033 | — | — | | | 9/9/2024 | — | 2,090 | 11.87 | 9/9/2034 | — | — | | | | — | — | — | — | 17,680 | 222,061 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
| (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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
| (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. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
| (3) Determined by multiplying the Company's $12.56 per share closing price of its Common Stock as reported on The Nasdaq Global Select Market on April 25, 2025, which was the last business day of Fiscal 2025, by the number of shares subject to the award. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2025
The following table sets forth information regarding the exercise of stock options by and the vesting of restricted stock units during Fiscal 2025 for the Named Executive Officers:
OPTION EXERCISES AND STOCK VESTED – FISCAL 2025
OPTION EXERCISES AND STOCK VESTED – FISCAL 2025
OPTION EXERCISES AND STOCK VESTED – FISCAL 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Bradley T. Wiemann | 7,500 | 2,179 | 2,246 | 35,577 | | Reece A. Kurtenbach | 30,000 | 161,639 | 8,998 | 127,270 | | Howard I. Atkins | — | — | 6,319 | 100,093 | | Sheila M. Anderson | 7,500 | 16,050 | 2,246 | 35,577 | | Matthew J. Kurtenbach | 48,957 | 310,716 | 2,246 | 35,577 | | Carla S. Gatzke | — | — | 2,246 | 35,577 |
OPTION EXERCISES AND STOCK VESTED – FISCAL 2025
| (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. |
OPTION EXERCISES AND STOCK VESTED – FISCAL 2025
| (2) Consists of the number of shares vested multiplied by the market value of the shares of Common Stock as of the vesting date. |
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
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 2025:
CEO Pay Ratio
| • | the annual total compensation of the median employee of our Company (which excludes our CEO) was $58,005; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO was $991,969. |
CEO Pay Ratio
We elected to combine the total compensation for Reece A. Kurtenbach, our former CEO, and Mr. Wiemann, our Interim CEO, for purposes of the Fiscal 2025 CEO pay ratio calculation. In calculating the annual total compensation used in the pay ratio above, we added the actual compensation for each of Messrs. Kurtenbach and Wiemann during their respective periods of service as CEO. Since the payments to Mr. Kurtenbach under the Separation Agreement were not made or accrued until after his service as CEO had ended, those payments were excluded from the calculation. Based on this information, a reasonable estimate of the ratio of the annual total compensations of our CEO and the median employee for Fiscal 2025 was approximately 17 to 1. We determined our median employee compensation as of April 26, 2025. 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 April 26, 2025. The identified median employee received $56,472 of base pay in Fiscal 2025. 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 $1,533 to the median employee’s base pay due to overtime. Thus, our median employee's annual total compensation for Fiscal 2025 was $58,005. 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.
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 stockholder 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.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | | | | | | | Value of $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for Interim PEO | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Interim PEO(4) | Compensation Actually Paid to Former 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) | | 2025 | $437,806 | — | 768,991 | — | 583,570 | 631,069 | 35.20 | 9.91 | $(10,121) | $33,118 | | 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 | 21,288 | | 2022 | — | 538,673 | — | 439,151 | 309,921 | 250,296 | (45.71) | (11.08) | 592 | 4,046 | | 2021 | — | 449,838 | — | 530,283 | 267,881 | 307,723 | 38.65 | 63.52 | 10,926 | 17,108 |
Pay versus Performance Table
| (1) The individuals who comprised the Non-PEO NEOs in each of the covered fiscal year 2025 were Sheila M. Anderson, Chief Data and Analytics Officer; Matthew J. Kurtenbach, Vice President of Manufacturing; and Carla S. Gatzke, Vice President of Human Resources and Secretary. The individuals who comprised the Non-PEO NEOs in each of the covered fiscal years 2024 and 2023 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. For Fiscal 2025, the amounts include compensation data for Mr. Wiemann as PEO, who served as CEO of the Company. For all other years, Reece A. Kurtenbach was the CEO for the entire year. | | (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 2025 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. |
Pay versus Performance Table
| Adjustments to Determine Compensation "Actually Paid" for PEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(26,945) | $(24,241) | $(16,308) | | Deduction for amounts reported under the "Option Awards" columns in the SCT | — | (24,237) | (35,039) | | Increase for fair value of awards granted during fiscal year that remain unvested as of year end | 28,511 | 44,630 | 98,952 | | Increase for fair value of awards granted during fiscal year that vest during year | — | — | — | | 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 | 47,862 | 209,097 | 46,934 | | 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 | 60,830 | 70,891 | 11,917 | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | | Increase based on dividends or other earnings paid during year prior to vesting date of award | — | — | — | | Total Adjustments | $110,258 | $276,140 | $106,456 |
Pay versus Performance Table
| Adjustments to Determine Compensation "Actually Paid" for Non-PEO NEOs | 2025 | 2024 | 2023 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $(615,865) | $(12,116) | $(7,550) | | Deduction for amounts reported under the "Option Awards" columns in the SCT | (16,152) | (12,116) | (16,313) | | Increase for fair value of awards granted during fiscal year that remain unvested as of year end | 564,780 | 22,308 | 46,000 | | Increase for fair value of awards granted during fiscal year that vest during year | 5,389 | — | — | | 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 | 143,586 | 117,208 | 27,498 | | 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 | 313,062 | 32,860 | 5,563 | | Deduction of fair value of awards granted prior to year that were forfeited during year | (508,296) | — | — | | Increase based upon incremental fair value of awards modified during year | 160,995 | — | — | | Increase based on dividends or other earnings paid during year prior to vesting date of award | — | — | — | | Total Adjustments | $47,499 | $148,144 | $55,198 |