Daktronics Inc.

07/17/2026 | Press release | Distributed by Public on 07/17/2026 12:22

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2026, the Board of Directors (the "Board") of Daktronics, Inc., a Delaware corporation (the "Company") approved an executive compensation program for fiscal 2027 (the "2027 Compensation Program"). The 2027 Compensation Program applies to all of the "Covered NEOs" (as defined below). It does not apply to the Company's Acting Chief Financial Officer, Howard I. Atkins or Bradley T. Wiemann, Executive Vice President, whose compensation is set forth in their respective compensation arrangements previously filed with the Securities and Exchange Commission.
2027 Annual Incentive
Under the 2027 Compensation Program, the Covered NEOs will be eligible to earn annual cash incentive awards (the "2027 Annual Incentive") based on two performance measures: (i) the Company's operating income for fiscal 2027 (weighted at 60%) and (ii) the Company's revenue for fiscal 2027 (weighted at 40%).
2027 Annual Incentive payouts to the Covered NEOs will be made in cash and range from 50% of target (threshold performance) to 150% of target (maximum performance). No 2027 Annual Incentive payout will be made for a given performance goal if the attainment for such goal falls below the threshold level. For performance results between threshold and target levels, and between target and maximum levels, the 2027 Annual Incentive payouts will be determined by linear interpolation.
The 2027 Annual Incentive payouts are also subject to a modifier, which may increase or decrease the payout by up to 20% based on individual performance goals specific to each Covered NEO.
The 2027 Annual Incentive bonus targets for each of the following named executive officers of the Company (the "Covered NEOs"), expressed as a percentage of base salary, are as follows:
Name
Title
Target Percentage
Ramesh Jayaraman
President and Chief Executive Officer
100%
Sheila M. Anderson
Chief Data and Analytics Officer
55%
Matthew J. Kurtenbach
Vice President of Manufacturing
55%
Brett D. Wendler
Vice President of Design and Development
50%
2027 Long-Term Incentive
Under the 2027 Compensation Program, the Covered NEOs received long-term incentive awards (the "2027 Long-Term Incentive") with aggregate target award amounts, expressed as a percentage of base salary, as follows:
Name
Title
Target Percentage
Ramesh Jayaraman
President and Chief Executive Officer
200%
Sheila M. Anderson
Chief Data and Analytics Officer
60%
Matthew J. Kurtenbach
Vice President of Manufacturing
60%
Brett D. Wendler
Vice President of Design and Development
60%
Under the 2027 Long-Term Incentive, 65% of the target award amount will be granted in the form of time-based restricted stock units ("RSUs") and 35% of the target award amount will be granted in the form of performance stock units ("PSUs").
RSUs awarded under the 2027 Long-Term Incentive vest pro-rata over a four-year period beginning on the date set forth in the applicable award notice, so long as the recipient remains continuously employed by the Company or a subsidiary of the Company through each such vesting date.
PSUs awarded under the 2027 Long-Term Incentive are earned based on the attainment of certain performance goals (the "PSU Performance Goals") related to the Company's (i) cumulative operating income for fiscal 2027-2029 (weighted at 60%) and (ii) cumulative revenue for fiscal 2027-2029 (weighted at 40%). The portion of the awards granted in PSUs have a threshold payout of 25% of the target and a maximum payout of 150% of the target. No PSUs will be earned for a given
PSU Performance Goal if the attainment for such goal falls below the threshold level. For performance results between threshold and target levels, and between target and maximum levels, the number of PSUs earned will be determined by linear interpolation. Earned PSUs cliff vest (if at all) three years following the date of the grant (or other date determined by the Board) upon (i) the Covered NEO's satisfaction of continued employment or service requirements and (ii) the certification of the level of achievement of the PSU Performance Goals by the Compensation Committee of the Board.
Daktronics Inc. published this content on July 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 17, 2026 at 18:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]