Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.___)
Filed by the Registrant
[X]
 
Filed by a Party other than the Registrant
[   ]
 

Check the appropriate box:
[   ]
Preliminary Proxy Statement
[   ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive Proxy Statement
[   ]
Definitive Additional Materials
[   ]
Soliciting Material under §240.14a-12

Daktronics, Inc.
(Name of Registrant as Specified in its Charter)

____________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]
 
No fee required.
[   ]
 
Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
 
 
1
 
Title of each class of securities to which transaction applies:
 
 
2
 
Aggregate number of securities to which transaction applies:
 
 
3
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
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Proposed maximum aggregate value of transaction:
 
 
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Total fee paid:
[   ]
 
Fee paid previously with preliminary materials.
[   ]
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
1
 
Amount previously paid:
 
 
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Form, Schedule or Registration Statement No.:
 
 
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Filing Party:
 
 
4
 
Date Filed:

 
 
 
 
 



DAKTRONICS, INC.
201 Daktronics Drive
Brookings, South Dakota 57006

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 2, 2020

Time
12:00 p.m. Central Daylight Time on Wednesday, September 2, 2020
 
 
 
Place
Daktronics, Inc.
 
201 Daktronics Drive
 
Brookings, South Dakota 57006
 
 
 
Items of Business
1.
To elect two Directors to serve for a three-year term that expires on the date of the Annual Meeting of Shareholders in 2023 or until their successors are duly elected;
 
2.
To conduct an advisory (non-binding) approval of the Company's executive compensation;
 
3.
To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as our independent registered public accounting firm for the Company for fiscal 2021; and
 
4.
To approve the 2020 Stock Incentive Plan, including providing for 3,500,000 shares as available for issuance under the 2020 Stock Incentive Plan.
 
 
 
Record Date
You are entitled to vote if you were a shareholder of record at the close of business on June 29, 2020.
 
 
 
Annual Meeting
All shareholders are invited to attend the Annual Meeting in person; however, we expect to follow an abbreviated format for the Annual Meeting to keep attendees safe in light of COVID-19. We expect only a limited number of Daktronics representatives to attend the Annual Meeting, and we will follow social distancing guidelines as currently expressed by the U.S. Centers for Disease Control and Prevention.
 
 
 
Voting by Proxy
Even if you plan to attend the Annual Meeting, please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. Shareholders may vote their shares:
 
1.
over the Internet;
 
2.
by telephone; or
 
3.
by mail.
 
 
 
 
For specific instructions, refer to the procedural matters section of the Proxy Statement or to the voting instructions on the proxy card, both of which accompany this notice.

THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT JULY 16, 2020.
 
By Order of the Board of Directors,
 
 
 
Carla S. Gatzke
 
Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE DAKTRONICS, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 2, 2020.

This notice and the accompanying Proxy Statement, proxy card and our Fiscal 2020 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended May 2, 2020, are available at our website at www.daktronics.com. Additionally, and in accordance with the rules of the Securities and Exchange Commission, shareholders may access these materials at the cookies-free website indicated in the Notice of Internet Availability of Proxy Materials that you receive in connection with this notice and the accompanying Proxy Statement.



Daktronics, Inc.
Table of Contents

 
 
Pages
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Table of Contents

DAKTRONICS, INC.


PROXY STATEMENT
FOR 2020 ANNUAL MEETING OF SHAREHOLDERS

PROCEDURAL MATTERS

General
The enclosed proxy is solicited by and on behalf of the Board of Directors of Daktronics, Inc., a South Dakota corporation, for use at our Annual Meeting of Shareholders to be held on Wednesday, September 2, 2020 at Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota at 12:00 p.m. Central Daylight Time, and at any adjournment or postponement thereof (the "Annual Meeting"), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy, together with our Fiscal 2020 Annual Report to Shareholders, are being made available to shareholders on the Internet or are being mailed on or about July 16, 2020 to shareholders entitled to vote at the Annual Meeting.

All shareholders are invited to attend the Annual Meeting in person; however, we expect to follow an abbreviated format for the Annual Meeting to keep attendees safe in light of COVID-19. We expect only a limited number of Daktronics representatives to attend the Annual Meeting and we will follow social distancing guidelines as expressed by the U.S. Centers for Disease Control and Prevention.

In this Proxy Statement, "Daktronics", "Company", "registrant", "we", "us" and "our" refer to Daktronics, Inc.

Shareholders Entitled to Vote; Record Date
Only shareholders of record at the close of business on June 29, 2020 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting.  As of the Record Date, there were 44,615,325 shares of our common stock outstanding and entitled to vote held by 995 shareholders of record.

Notice of Internet Availability of Proxy Materials
We are making proxy materials for the Annual Meeting available over the Internet. Therefore, we are mailing to the majority of our shareholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. The notice is entitled "Notice of Internet Availability of Proxy Materials." All shareholders receiving the notice will have the ability to access the proxy materials over the Internet and to request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice. Our proxy materials may also be accessed on our website at www.daktronics.com by selecting "Menu", then "Investor" and then "Annual Reports and Proxy" under the heading "Financial Information." We are providing some of our shareholders, including shareholders who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability of Proxy Materials.
 
Voting at the Annual Meeting; Vote Requirements
The holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business.  If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is present.  Abstentions and broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum.  Each share is entitled to one vote on all matters submitted to a vote.  However, with respect to only the election of Directors, every shareholder will have the right to cast a number of votes equal to the number of Directors to be elected at the Annual Meeting multiplied by the number of shares the shareholder is entitled to vote.  Shareholders may cast all votes for one nominee or divide the votes as they choose among two or more nominees.  Shares abstaining will be treated as not voted.

A plurality of the votes cast is required for the election of Directors.  This means that the Director nominee with the most votes for a particular slot is elected for that slot.  Only votes "for" or "withheld" affect the outcome.  Abstentions are not counted for purposes of the election of Directors.  The affirmative vote of a majority of the shares of common stock represented at the Annual Meeting, either in person or by proxy, assuming a quorum is present, is required to approve the other proposals.  If an executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by such proxy will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote, but they will not be considered to have been voted in favor of such matter. If a signed proxy is returned by a broker holding shares in "street name," and it indicates that the broker does not have discretionary authority to vote certain shares on one or more matters, such shares will be considered present at the Annual Meeting for purposes of determining a quorum but will not be considered to be represented at the Annual Meeting for purposes of calculating the vote with respect to such matter.
 
Counting Votes
The inspector of election appointed for the Annual Meeting will count the votes cast by proxy or in person at the Annual Meeting.

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Brokers who hold shares in street name for customers will not be able to vote the shares without instructions from their customers with respect to any of the proposals, other than the proposal to ratify the selection of our auditors (Proposal Three of this Proxy Statement). Shares for which brokers have not received instructions, and which therefore are not voted, with respect to a particular proposal are referred to as "broker non-votes" with respect to that proposal. Abstentions from voting on a proposal described in this Proxy Statement and broker non-votes will not affect the outcome of the vote on that proposal.

How Votes are Submitted
If the shares of our common stock are held directly in the name of the shareholder, he or she can vote on matters to come before the Annual Meeting:

by completing, dating and signing the proxy card and returning it to us in the postage-paid envelope provided for that purpose, if the shareholder has received a paper copy of a proxy card;
by written ballot at the Annual Meeting;
by telephone, by calling 1-800-690-6903; or
by Internet, at www.proxyvote.com.

Shareholders whose shares of our common stock are held in "street name" must either direct the record holder of their shares as to how to vote their shares of common stock or obtain a proxy from the record holder to vote at the Annual Meeting.  "Street name" shareholders should check the voting instruction cards used by their brokers or nominees for specific instructions on methods of voting, including by telephone or using the Internet.

Participants in the Daktronics, Inc. 401(k) Plan (the "401(k) Plan") who hold our common stock in the 401(k) Plan are entitled to instruct the trustee of the 401(k) Plan as to how to vote their shares.  Each participant will receive a Notice of Internet Availability of Proxy Materials, similar to the notice received by the registered holders described above.  Each participant will have the ability to access the proxy materials over the Internet and to request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found on the notice as described above.  The participants can vote on matters as described above.  The votes will then be tabulated and submitted for vote by the trustee for the 401(k) Plan.  If a participant does not timely vote, the trustee will vote the shares allocated to that participant in the same proportion as the shares that are voted by all other participants under the 401(k) Plan.

Proxies
All shares entitled to vote and represented by properly submitted proxies received before the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies if they are not revoked before the vote as described below. If no instructions are indicated on a properly submitted proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented for consideration at the Annual Meeting, the proxy holders will have discretion to vote on those matters in accordance with their best judgment.
 
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted.  A proxy may be revoked by:

delivering a written notice of revocation to the Secretary of the Company;
submitting another proxy bearing a later date;
voting by telephone or via the Internet after a prior telephone or Internet vote; or
attending the Annual Meeting and voting in person (although attendance at the Annual Meeting alone will not itself revoke a proxy).

Expenses of Solicitation
All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by us. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our Directors, officers and employees may also solicit proxies in person or by telephone, email, letter or facsimile. Such Directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.
 
Procedure for Submitting Shareholder Proposals
Shareholders may present proper proposals for inclusion in our proxy materials for consideration at the next annual meeting of our shareholders by submitting their proposals to us in a timely manner. In order to be included in our proxy materials for the next annual meeting, shareholder proposals must be received by us no later than March 18, 2021 and must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934. If a shareholder wants to nominate a Director or bring other business before

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the shareholders at the next annual meeting of our shareholders without including the proposal in our Proxy Statement, we must receive notice of the proposal on or before June 1, 2021, and the shareholder must otherwise comply with Rule 14a-4(c) under the Securities Exchange Act of 1934. Notices of intention to present proposals at the 2021 annual meeting of shareholders should be addressed to Corporate Secretary, Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006.

At the date of this Proxy Statement, management knows of no other business that may be presented at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed proxies to vote the proxy in accordance with their best judgment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of common stock as of June 29, 2020, the Record Date, by each of our Directors and a Director nominee; by each executive officer named in the Summary Compensation Table; by all Directors, Director nominee, and all executive officers as a group; and by each shareholder who is known by us to own beneficially more than five percent of our outstanding common stock.
Name and Address of Beneficial Owners
 
Note
 
Amount and Nature of
Beneficial Ownership(1)
 
Percentage of Outstanding Shares(2)
5% Beneficial Owners:
 
(15)
 
 
 
 
BlackRock, Inc.
 
(16)
 
6,213,868

 
13.9
%
55 East 52nd Street
 
 
 
 
 
 
New York, NY 10055
 
 
 
 
 
 
Dimensional Fund Advisors LP
 
(17)
 
2,985,525

 
6.7
%
Building One, 6300 Bee Cave Road
 
 
 
 
 
 
Austin, TX 78746
 
 
 
 
 
 
Vanguard Group Inc.
 
(18)
 
2,797,727

 
6.3
%
100 Vanguard Blvd
 
 
 
 
 
 
Malvern, PA 19355
 
 
 
 
 
 
Dr. Aelred J. Kurtenbach
 
(19)
 
2,473,132

 
5.5
%
Daktronics, Inc. 401(k) Plan
 
(20)
 
2,535,114

 
5.7
%
Named Executive Officers and Directors:
 
 
 
 
 
 
Reece A. Kurtenbach
 
(3)
 
615,049

 
1.4
%
James B. Morgan
 
(4)
 
1,337,145

 
3.0
%
Byron J. Anderson
 
(5)
 
76,090

 
*

Robert G. Dutcher
 
(6)
 
84,916

 
*

Nancy D. Frame
 
(7)
 
107,472

 
*

Kevin P. McDermott
 
(8)
 
54,466

 
*

John P. Friel
 
(9)
 
49,818

 
*

Dr. José-Marie Griffiths
 
(10)
 

 
*

Sheila M. Anderson
 
(11)
 
85,059

 
*

Bradley T. Wiemann
 
(12)
 
170,270

 
*

Matthew J. Kurtenbach
 
(13)
 
333,986

 
*

Carla S. Gatzke
 
(14)
 
807,367

 
1.8
%
All Directors, a Director nominee, and executive officers as a group
 
 
 
 
 
 
(12 persons, consisting of those named above)
 
 
 
3,721,638

 
8.3
%
* Less than one percent
(1)
Each person has sole voting and sole dispositive power with respect to all outstanding shares, except as noted.  The individuals holding restricted shares have the power to vote but not the power to dispose of such shares.
(2)
Applicable percentage ownership is based on 44,615,325 shares of common stock outstanding as of June 29, 2020.  In computing the number of shares of common stock beneficially owned by a person or group and the percentage ownership of that person or group, we deemed outstanding shares of common stock subject to options held by that person or group that are currently exercisable, options held by that person or group that are exercisable within 60 days of June 29, 2020, and restricted stock units that are scheduled to vest within 60 days of June 29, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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(3)
Includes 121,305 shares subject to options, 34,141 shares held through the 401(k) Plan, 17,400 shares held by his spouse, 44,800 shares held by his children and 5,760 shares of restricted stock with which vest within 60 days from June 29, 2020.
(4)
Includes 27,928 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020.
(5)
Includes 27,928 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020.
(6)
Includes 27,928 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020.
(7)
Includes 27,928 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020. Ms. Frame is retiring from the Board of Directors, effective September 2, 2020.
(8)
Includes 17,496 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020.
(9)
Includes 17,496 shares subject to exercisable options and 7,697 shares of restricted stock which vest on August 23, 2020.
(10)
Dr. José-Marie Griffiths is not currently a Director of the Company. On June 1, 2020, the Board of Directors nominated her as a Director.
(11)
Includes 52,565 shares subject to options, 8,695 shares held through the 401(k) Plan and 2,800 shares of restricted stock which vest within 60 days from June 29, 2020.
(12)
Includes 65,205 shares subject to options, 1,758 shares held through the 401(k) Plan, 597 shares held by his spouse and 2,800 shares of restricted stock which vest within 60 days from June 29, 2020.
(13)
Includes 64,905 shares subject to options, 16,379 shares held through 401(k) Plan, 39,100 shares held by his children and 2,800 shares of restricted stock which vest within 60 days from June 29, 2020.
(14)
Includes 60,933 shares subject to options, 162,243 shares held through the 401(k) Plan, 90,000 shares held by her spouse, 15,005 shares held by her child and 2,650 shares of restricted stock with which vest within 60 days from June 29, 2020.
(15)
To the Company's knowledge, except as noted in the table above, no person or entity is the beneficial owner of more than five percent of the outstanding shares of the Company's common stock.
(16)
Data based on an Amendment to Schedule 13G/A filed by the shareholder with the Securities and Exchange Commission (the "SEC") on February 4, 2020. As set forth in the Schedule 13G/A, BlackRock, Inc. has sole voting power as to 6,104,458 of these shares and sole dispositive power as to all 6,213,868 shares.
(17)
Data based on an Amendment to Schedule 13G/A filed by the shareholder with the SEC on February 12, 2020. As set forth in the Schedule 13G/A, Dimensional Fund Advisors LP has sole voting power as to 2,837,400 of these shares and sole dispositive power as to all 2,985,525 shares.
(18)
Data based on an Amendment to Schedule 13G/A filed by the shareholder with the SEC on February 12, 2020. As set forth in the Schedule 13G/A, Vanguard Group Inc. has sole voting power as to 34,302 of these shares, shared voting power as to 1,200 shares, sole dispositive power as to 2,764,325 shares, and share dispositive power as to 33,402 shares.
(19)
Includes 888,769 shares held by his spouse, Irene Kurtenbach, and 601,675 shares held in Medary Creek LLLP.  Medary Creek LLLP is a limited liability limited partnership of which Aelred and Irene Kurtenbach are the general partners. The address for Aelred and Irene Kurtenbach and Medary Creek LLLP is 47209 220th Street, Brookings, SD 57006
(20)
The common stock held by the 401(k) Plan and allocated to the 401(k) Plan participants are voted by the trustee of the 401(k) Plan according to the instructions of the 401(k) Plan participants. The address of the 401(k) Plan is 201 Daktronics Drive, Brookings, South Dakota 57006.








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PROPOSAL ONE
ELECTION OF DIRECTORS

General
Our Board of Directors consists of seven individuals divided into three classes serving staggered three-year terms of office. There is one Director (Robert G. Dutcher) whose term will expire at the 2020 Annual Meeting; three Directors (Byron J. Anderson, John P. Friel, and Reece A. Kurtenbach) whose terms will expire in 2021; and two Directors (James B. Morgan and Kevin P. McDermott) whose terms will expire in 2022. The Nominating and Corporate Governance Committee has recommended to the Board of Directors that Robert G. Dutcher be nominated for re-election at the 2020 Annual Meeting and that Dr. José-Marie Griffiths be nominated for election at the 2020 Annual Meeting, and the Board of Directors has approved the recommendations. All nominees have consented to being named as a nominee in this Proxy Statement and have indicated a willingness to serve if elected.  However, if any nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated on the proxy.
 
Vote Required
See "Procedural Matters – Voting at the Annual Meeting: Vote Requirements" for a description of the votes required for the election of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED BELOW.

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:
 
Name
 
Age
 
Principal Occupation
 
Committees Served On
Robert G. Dutcher
 
75
 
Retired
 
Compensation Committee - Chair
Dr. José-Marie Griffiths
 
68
 
University President
 
 
 
Robert G. Dutcher (75) is currently retired. He has been a Director of the Company since 2002 and chairperson of the Compensation Committee since 2005. Before his retirement, from April 2009 until March 2011, he served as Strategic Advisor Lead Member of MEDRAD, Inc., a global company that designs, develops, manufactures, sells, and supports medical devices. MEDRAD is an affiliate of Bayer, AG. From April 2008 through March 2009, he was President and Chief Executive Officer of the Cardiovascular Division of MEDRAD, Inc.  From 1993 until April 2008, he was the President and Chief Executive Officer of Possis Medical, Inc., a publicly-held medical device company located in Minneapolis, Minnesota, which was acquired by MEDRAD, Inc. in April 2008.  From December 2001 until April 2008, he served as Chairman of the Board of Possis Medical, Inc.  Before joining Possis Medical in 1985, he was with Medtronic, Inc. for 12 years, most recently as Director of Research and Development.  He previously worked in an engineering capacity for Control Data Corporation and Honeywell, Inc.  Mr. Dutcher holds a Bachelor of Science degree in electrical engineering from South Dakota State University and a Master of Science degree in electrical engineering from the University of Minnesota.  Mr. Dutcher brings to the Board extensive knowledge in driving profitable growth in technology-driven industries from his experience in leading research and development at Medtronic and as Chief Executive Officer of Possis Medical.

Dr. José-Marie Griffiths (68) is president of Dakota State 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 U.S. President’s Information Technology Advisory Committee, and the U.S. National Commission on Libraries and Information Science. She has recently been appointed 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 U.S. federal agencies such as the National Science Foundation, NASA, the Department of Energy, and various intelligence and military agencies, over 20 major corporations such as AT&T Bell Laboratories and IBM, in over 35 countries, and worked with seven major international organizations, including NATO and the United Nations. She 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.
  
The identity of the remaining Directors and certain information about them as of the Record Date are set forth below:

Byron J. Anderson (76) is currently retired.  He has been a Director of the Company since 2005 and has served on the Compensation Committee and Nominating and Corporate Governance Committee since November 2005. Before his retirement, from 1999 to 2004, he served at Agilent Technologies, Inc. as Senior Vice President serving customers and managing business groups located in the United

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States, Europe, Japan and Asia, which included worldwide sales and service activities.  Before working with Agilent, he held various senior positions with Hewlett-Packard Company, most recently as a Vice President responsible for a business unit serving the worldwide communications industry.  He holds a Master of Business Administration from Harvard University and an electrical engineering degree from South Dakota State University.  Mr. Anderson brings to the Board significant experience in high-tech industry with a unique knowledge of supply chains, international development, foreign trade and corporate strategy obtained from his years in management of large, multi-national technology companies.

John P. Friel (66) has been a Director since September 2015 and has served on the Audit Committee since September 2015 and on the Compensation Committee since October 2016. 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 area in 1987. He then served as Executive Vice President of Sales and Marketing from 1989 to 1995, Senior Vice President and General Manager from 1995 to 1998, and as 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 is currently the President and Chief Executive Officer of Vascor, Inc. Vascor is a pre-clinical medical device development company. He also is currently the Managing Director at Preservation Technologies L.P. and a Director of the medical device industry segment at Blue Water Growth LLC. 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 and Chief Strategy Officer of Magvation, LLC, 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 (55) was appointed as President and Chief Executive Officer and a Director 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.  Mr. Kurtenbach also worked 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.

Kevin P. McDermott (66) has been a Director since June 2015 and has served on the Audit Committee as a member from August 2015 through September 2016 and as Chairman since October 2016. On June 1, 2020, Mr. McDermott was named by the Board as the Lead Independent Director. 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 review 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. He is a licensed Certified Public Accountant in Tennessee and New York and holds a Bachelor of Science in economics from South Dakota State University. Mr. McDermott was appointed to the board of directors of Genesco Inc. effective February 1, 2016 and currently serves as Chairman of its Audit Committee. 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. 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.

James B. Morgan (73) is currently retired. He has been a Director since 1984 and has served on the Audit Committee and Nominating and Corporate Governance Committee since October 2016. Mr. Morgan was named the chairperson of the Nominating and Corporate Governance Committee on June 1, 2020. He served as the Company's President and Chief Executive Officer from 2001 through his retirement effective on September 1, 2013. Prior to that, he served as President and Chief Operating Officer and Vice President of Engineering. He originally joined the Company in 1969 as its first design engineer. He holds a Bachelor of Science degree and a Master of Science degree in electrical engineering from South Dakota State University. Mr. Morgan brings to the Board his experience and

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knowledge of our business and industry derived from his previous positions as President and Chief Executive Officer and his over 50 years of experience with the Company.

Independent Directors
Our Nominating and Corporate Governance Committee has determined that each of Messrs. Anderson, Dutcher, Friel, Morgan and McDermott and Dr. José-Marie Griffiths and Ms. Frame are "independent," as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules (the "Independent Directors").  Accordingly, the Board is composed of a majority of Independent Directors as required by the Nasdaq Listing Rules. In addition, none of our Directors are a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Listing Rule 5250(b)(3) regarding the payment of compensation to directors by a third party in connection with serving as a Director of the Company.


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PROPOSAL TWO
ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION
 
The foundation of our executive compensation program is to pay for performance. Base compensation for our executive officers is set relatively low as compared to members of our peer group, and a meaningful portion of the compensation paid to our executive officers is based on long-term equity incentive compensation and annual non-equity incentive compensation, which is focused on the key results and strategic drivers of our business. We believe that our executive compensation program aligns our incentive compensation with the long-term interests of our shareholders.
 
Our Chief Executive Officer (the "CEO") and all of the other executive officers named in the Summary Compensation Table appearing later in this Proxy Statement (collectively, the "Named Executive Officers") are at-will employees consistent with applicable South Dakota state law. There are no employment agreements in place with any of the Named Executive Officers. We also do not maintain any supplemental executive retirement plans for our executive officers, and our Named Executive Officers participate in a retirement program that is open to all of our U.S. employees. We generally do not provide significant perquisites and other personal benefits. In April 2020, due to business uncertainties created by COVID-19 pandemic, the compensation of our CEO and other Named Executive Officers was reduced.
 
We urge you to read the Compensation Discussion and Analysis section of this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the fiscal 2020 compensation of our Named Executive Officers. We believe that, viewed as a whole, our compensation practices and policies are appropriate and are fair to both the Company and its executives.
  
Proposal
The U.S. Congress has enacted requirements commonly referred to as the "say-on-pay" rules. As required by those rules, we are asking you to vote on the adoption of the following resolution:
 
BE IT RESOLVED by the shareholders of Daktronics, Inc., that the shareholders approve the compensation of the Company's Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's Proxy Statement for the 2020 Annual Meeting.
 
Shareholder Approval
Proxies will be voted in favor of the resolution unless shareholders specify otherwise in their proxies and except for broker non-votes. The affirmative vote of at least a majority of the voting power of the shares present, in person or by proxy, and entitled to vote (excluding broker non-votes), assuming a quorum is present, is required for advisory approval of our executive compensation.  As an advisory approval, this proposal is non-binding. However, the Board and our Compensation Committee, which is responsible for designing and overseeing the administration of our executive compensation program, value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.
 
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL TWO, THE ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES.


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PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
 
The Audit Committee of the Board of Directors has appointed Deloitte & Touche, LLP ("Deloitte") as our independent registered public accounting firm (the "Independent Auditor") to perform reviews of our interim consolidated financial statements to be included in our fiscal 2021 Quarterly Reports on Form 10-Q and to audit our annual consolidated financial statements and our internal control over financial reporting for fiscal 2021, and it recommends that the shareholders vote for ratification of such appointment. A representative from Deloitte is expected to be present at the Annual Meeting, will have the opportunity to make a statement, and is expected to be available to respond to appropriate questions.

Audit and Other Professional Fees
The following table presents the aggregate fees billed for professional services rendered by Deloitte for fiscal 2020 and Deloitte and Ernst & Young LLP ("EY") for fiscal 2019:
 
 
 
Fiscal Year Ended
 
 
May 2, 2020
 
April 27, 2019
Audit fees (1)
 
$
844,800

 
$
913,100

Audit-related fees (2)
 
41,740

 
60,640

Tax fees (3)
 
2,038

 
5,440

All other fees (3)
 

 

Totals
 
$
888,578

 
$
979,180

(1)
Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the audit of our internal control over financial reporting, the reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. 
(2)
Audit-related fees are fees for assurance and related services performed by EY and Deloitte that are reasonably related to the performance of the audit or review of the Company’s financial statements.
(3)
All other fees are fees for other permissible work performed by EY and Deloitte that does not meet the above category descriptions.

Audit and other professional fees for fiscal 2019 consisted of $25,000 paid to EY and $954,180 paid to Deloitte.

As provided in the Audit Committee’s charter, all engagements for any non-audit services by our Independent Auditor must be approved by the Audit Committee before the commencement of any such services.  The Audit Committee may designate a member or members of the Audit Committee to represent the entire Audit Committee for purposes of approving non-audit services, subject to review by the full Audit Committee at its next regularly scheduled meeting.

The Audit Committee considers the provision of services by Deloitte to us, over and above the audit fees, to be compatible with the ability of each of Deloitte to maintain its independence.

Shareholder Approval
The affirmative vote of a majority of the shares of our common stock represented at the Annual Meeting, either in person or by proxy, assuming a quorum is present, is required to ratify the appointment by the Audit Committee of the Board of Directors of Deloitte as our Independent Auditor for the fiscal year ending May 1, 2021.  If the shareholders do not approve the selection of Deloitte , the Audit Committee will reconsider its selection.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MAY 1, 2021 AS SET FORTH IN PROPOSAL THREE.
 

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PROPOSAL FOUR
APPROVAL OF THE 2020 STOCK INCENTIVE PLAN INCLUDING PROVIDING FOR 3,500,000 SHARES AS AVAILABLE FOR ISSUANCE

The Daktronics, Inc. 2020 Stock Incentive Plan (the "2020 Plan"), was adopted by the Board of Directors on June 1, 2020 and is subject to approval by our shareholders. If our shareholders approve the 2020 Plan, we will not issue any additional awards under our existing equity incentive plan, which is the Daktronics, Inc. 2015 Stock Incentive Plan. This summary is not intended to be a complete description of all provisions of the 2020 Plan, and it is qualified by reference to the copy of the 2020 Plan filed as Exhibit A to this Proxy Statement. For further information about our 2020 Plan, we refer you to the copy of the 2020 Plan.

Purpose. The purpose of the 2020 Plan is to attract and retain executives, employees, board members and consultants and enable such individuals to participate in the long-term success and growth of our Company by giving them a proprietary interest in our Company.

Forms of Awards. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units and deferred stock. These awards are described below.

Plan Participants. Our officers, other employees, members of our Board of Directors, and our consultants, in each case, who are responsible for or who contribute to the management, growth and/or profitability of our business are eligible to be granted awards under our 2020 Plan.

Share Reserve Limit and Counting. Under the 2020 Plan, 3,500,000 shares of our common stock have been reserved for issuance, and all such shares will consist of authorized and unissued shares of stock.

If any shares of our common stock become available as a result of canceled, unexercised, lapsed or terminated awards under our 2020 Plan, then these shares will again be available for the grant of future awards. However, upon a stock-for-stock exercise of an award that involves the withholding of shares of our common stock for the payment of the exercise price or taxes with respect to an award, the shares of our common stock used to pay the exercise price or otherwise withheld shall not become available for future distribution under the 2020 Plan. Each share of stock subject to awards granted under the 2020 Plan is counted as one share for purposes of determining the number of shares available under the 2020 Plan.

Adjustments Upon a Recapitalization or Similar Event. If we engage in or are involved in a stock dividend, stock split, reverse stock split, reclassification, combination, exchange of shares or other similar recapitalization of our common stock, there will be an appropriate adjustment made, without the consent of any award recipient, to the number and kind of shares of our common stock subject to and reserved under our 2020 Plan, including any limits on shares established under our 2020 Plan, the exercise or purchase price of each share subject to an award and any other affected terms of such awards.

Administration of Our 2020 Plan. Our 2020 Plan will be administered by our Board of Directors through our Compensation Committee, which currently consists of three Independent Directors.

The Compensation Committee has the power to, among other things, select the recipients to whom awards may be granted under the 2020 Plan, determine the terms of the awards, including the number of shares subject to each award, the vesting, exercisability, forfeiture provisions, performance goals and periods and other terms and conditions of the awards and the amount and form of consideration payable upon exercise, grant or settlement.

The Compensation Committee also has the power to interpret and otherwise administer our 2020 Plan. The Compensation Committee may delegate the authority to choose recipients and determine the terms of the awards to executive officers of our Company under the conditions set forth in the 2020 Plan.

Change in Control. Upon the occurrence of a "Change in Control Termination" (as that term is defined in our 2020 Plan), except as otherwise provided in an award agreement, all outstanding awards granted to an award recipient that have not yet vested will immediately vest, all restrictions on awards will immediately lapse, and each outstanding option and stock appreciation right will become fully and immediately exercisable.

Unless provided otherwise in an award agreement, to the extent the acceleration of exercisability or vesting of an award or a cash payment for such award, together with any other payments, could result in excise tax liability under Sections 4999 and 280G of the Internal Revenue Code, such acceleration or cash payment will be reduced until no portion of such acceleration or cash payment would be subject to such excise tax liability.

Descriptions of Types of Awards. Our 2020 Plan provides for the grant of the following types of awards:


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Stock Options. Our 2020 Plan provides for the grant of incentive stock options to our employees and non-qualified stock options to employees, Directors and consultants. Options may be granted with terms determined by the Compensation Committee except that the exercise price of all stock options, whether incentive stock options or nonqualified options, may not be less than 100% (or 110% with respect to incentive stock options granted to 10% shareholders) of the fair market value of our common stock as of the date of grant. In addition, unless the Compensation Committee determines otherwise, an option will become exercisable in equal installments of 20% of the shares subject to the option on each anniversary of the grant date until fully exercisable and will have a 10-year term (or no more than a five-year term with respect to incentive stock options granted to 10% shareholders).
Restricted Stock. With respect to restricted stock, recipients may be conferred all of the rights of a shareholder with respect to such stock, unless an award agreement provides otherwise. Restricted stock will be forfeited to us if the recipient ceases to be employed by us or to provide services to us. Restricted stock may be subject to vesting over time or upon the achievement of performance goals. Unless the Compensation Committee determines otherwise, a restricted stock award will vest one year from the date the award is granted.
Restricted Stock Units. Restricted stock units are awards of units, each representing one share of our common stock, and these units are subject to vesting conditions based on a vesting schedule and/or performance criteria established by the Compensation Committee. Restricted stock units will be settled in shares of our common stock, but unlike restricted stock, these shares would not be issued until the restricted stock units have vested. Unless the Compensation Committee determines otherwise, a restricted stock unit will vest one year from the date of its grant.
Deferred Stock. Deferred stock awards are awards of the right to receive shares of our common stock at the end of a specified deferral period or upon the achievement of specified performance criteria. Unless the Compensation Committee determines otherwise, the deferral period for a deferred stock award is one year from the date the award is granted.

Termination of Employment or Service. Unless an award agreement or the Compensation Committee provides otherwise, upon a termination of employment or service (i) by reason of death or disability, an option (to the extent then vested) will become exercisable for one year after such death or disability or until the expiration of the option term, whichever is shorter; and (ii) for any other reason, an option will be exercisable (to the extent then vested) for three months after such termination or until the expiration of the option term, whichever is shorter. All options that are not vested at the time of such termination of employment or service will terminate at such time. Unless an award agreement provides otherwise, unvested restricted stock, restricted stock units and deferred stock awards will generally be forfeited upon the termination of employment or service for any reason.

Amendment and Termination. Our Board of Directors may amend, alter or discontinue our 2020 Plan, but no amendment, alteration or discontinuation will be made that would impair the rights of a recipient of an award without the recipient’s consent. In addition, the Board will obtain approval of our shareholders of any amendment, alteration or discontinuation to the extent required by applicable law or exchange rules. The Compensation Committee may amend the terms of any outstanding awards, prospectively or retroactively; however, except with respect to amendments related to changes in capitalization or a "Change in Control" (as that term is defined in the 2020 Plan), no amendment will impair the rights of any recipient without his, her or its consent. In addition, neither our 2020 Plan nor any outstanding option may be amended to decrease the exercise price of such award unless first approved by the requisite vote of our shareholders. Moreover, neither our 2020 Plan nor any outstanding award made under the 2020 Plan may be amended in a way that could cause an outstanding award to become subject to the tax imposed by Section 409A of the Internal Revenue Code (regarding non-qualified deferred compensation).

Plan Term. Our 2020 Plan will become effective upon its approval of our shareholders. Our 2020 Plan will terminate 10 years after the date of its approval by our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2020 PLAN, INCLUDING PROVIDING FOR 3,500,000 SHARES AVAILABLE FOR ISSUANCE AS SET FORTH IN PROPOSAL FOUR.


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CORPORATE GOVERNANCE
 
Board Leadership Structure
The Board of Directors is committed to achieving the long-term mutual prosperity of all stakeholders while maintaining the highest standard of responsibility and integrity. The Board has adopted these corporate governance principles to provide an effective framework that reflect a set of core values and provide a foundation for Daktronics governance and management systems. Specific Board of Director responsibilities to achieve this commitment include:
Strategic and operational planning: reviewing the overall operating, financial and strategic plans and performance of Daktronics;
Management oversight: selecting and evaluating the Company’s Chief Executive Officer and approving and monitoring the selection and evaluation process of other executive officers;
Governance, compliance and risk management: overseeing appropriate policies of corporate conduct and compliance with laws; and
Financial reporting: reviewing the process by which financial and non-financial information about the Company is provided to management, the Board and the Company’s shareholders.

The Board believes that it must stay well-informed about the issues, challenges and opportunities facing Daktronics so that the Board members can properly exercise their fiduciary responsibilities to our shareholders.  As part of this process, the Board is kept informed of our business,strategies, and major corporate actions through discussions with the Named Executive Officers, by reviewing material provided to them and by participating in meetings of the Board and its Committees.

The Board of Directors currently combines the roles of CEO and Chairman of the Board ("Chair"). Periodically, our Board of Directors assesses these roles and the Board leadership structure to assure that the interests of the Company and its shareholders are best served.

Our Board of Directors has determined that its current structure, with a combined Chair and CEO, is in the best interests of the Company and its shareholders at this time. In addition, the Board has also established a Lead Independent Director role. Ms. Nancy Frame served as our Lead Independent Director from 2005 until June 1, 2020. Kevin McDermott was named by the Board as Lead Independent Director on June 1, 2020.

The Chairman conducts the Board meetings. The Chairman, after consulting with the Lead Independent Director, sets board meetings agenda, sets schedules, and distributes information to the Board. This collaborative process assures that the agenda takes into account issues and concerns of all Directors and is forward-looking and focuses on strategic matters.

The Lead Independent Director calls and presides over Independent Director meetings and provides timely feedback from each meeting to the Chairman.  The Lead Independent Director is responsible to promote effective relationships and open communication among Directors and the CEO, build consensus among Board members, build an effective and complementary Board, promote the highest standards of corporate governance, participate actively in the selection of new Directors, and promote the orientation of new Directors to provide coaching and support for their development.

Our governance practices are compliant with the Nasdaq Listing Rules and the corporate governance regulations of the Sarbanes-Oxley Act of 2002.  Among other things, these practices include the following:

The Nominating and Corporate Governance Committee reviews with the Board annually the composition of the Board as a whole, including the Directors’ independence, skills, experience, age, diversity, and availability of service to the Company.
The Nominating and Corporate Governance Committee recommends Director candidates for approval by the Board and election by the shareholders, taking into account the Company’s need for diverse skills, professional experiences, backgrounds, and other qualities to ensure a variety of viewpoints.
The Board conducts periodic self-evaluations facilitated by the Nominating and Corporate Governance Committee.
The Independent Directors meet in conjunction with regularly scheduled quarterly Board meetings and at other appropriate times.
The Board and all Board Committees are authorized to hire their own advisors as they deem to be necessary or advisable to fulfill their obligations, and the Company will pay the costs of such advisors.

Meetings of the Board of Directors and Committees
During fiscal 2020, the Board of Directors held five regularly scheduled meetings and nine special meetings, the Audit Committee met seven times, the Compensation Committee met 10 times, and the Nominating and Corporate Governance Committee met 12 times.  All of the Directors attended at least 75 percent of the aggregate of all meetings of the Board of Directors and Committees upon which they served, and all of the Directors attended the annual meeting of shareholders held in September 2019. Special meetings were held during fiscal 2020 to allow the Board to actively engage with management in preparing for, responding to, and monitoring the impacts of the evolving novel coronavirus ("COVID-19") pandemic.


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Executive Sessions of the Board
The Board has adopted a practice of meeting in executive session, and then with Independent Directors only, in conjunction with each regularly scheduled Board meeting. The Independent Directors met four times in fiscal 2020.

Annual Meeting Attendance Policy
As set forth in our Corporate Governance Guidelines, members of the Board of Directors are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings, shareholder meetings, and meetings of Committees of the Board on which they serve. However, during our annual meeting in September 2020, we do not expect all members of the Board to be present due to the COVID-19 related social distancing recommendations.

Board’s Role in Risk Oversight
The Board takes an active role in risk oversight both as a full Board and through its Committees. The Company's management team attends a portion of each regular Board meeting, and the Board engages management in a review of the business with respect to our strategies and risks. Such risks include those inherent in our businesses as well as the risks from external sources such as competitors, cybersecurity, the economy, credit markets, and regulatory and legislative developments.  The Board has also been actively engaged with management in preparing for, responding to, and monitoring the impacts of the evolving COVID-19 novel coronavirus pandemic. Management is in regular communication with the Board about the assessment and management of the significant risks to Daktronics, Inc. and strategy decisions related to the impact of COVID-19 on our business.

The various Committees of the Board are also responsible for specific areas of risks.  The Audit Committee meets regularly with management and our Independent Auditor to oversee our financial risk management processes, controls and capabilities. The Audit Committee also oversees and reviews with management certain aspects of our information systems, credit, litigation, and currency risks and other finance matters. In addition, the Audit Committee reviews and monitors our procedures regarding the receipt, retention and treatment of complaints regarding internal accounting, accounting controls or audit matters.  The Compensation Committee oversees our executive compensation arrangements and certain benefit plans.  This includes the identification and management of risks that may arise from our compensation policies and practices.  The Nominating and Corporate Governance Committee has oversight of corporate governance, including practices and procedures that promote good governance and thus mitigate governance risk, and it is also responsible for reviewing the performance of the Board, its Committees and their members. These Committees report to the full Board on these topics, including risks, as they deem to be necessary or advisable.

Hedging
In accordance with our insider trading policy, officers, Directors, senior managers, market managers, and other designated employees are prohibited from engaging in hedging transactions, trading in puts and calls in and engaging in short sales of our common stock. In addition to our officers, Directors, and other designated employees, the covered persons also include family members of such Company personnel sharing the same residence. Hedging or monetization transactions are typically accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, in which all of which our covered persons are precluded from using or trading.
 
Code of Conduct
The Board of Directors has adopted our Code of Conduct, which applies to all of our employees, officers and Directors as described in our Annual Report to Shareholders.  Included in the Code of Conduct are ethics provisions that apply to our Chief Executive Officer, Chief Financial Officer, and all other financial and accounting management employees. Copies of the Code of Conduct are available on our website at www.daktronics.com.  The Nominating and Corporate Governance Committee reviews the Code of Conduct annually and oversees its implementation.

Policy and Procedures with Respect to Related Party Transactions
Our Board of Directors has adopted a written policy and procedure with respect to related party transactions, which the Audit Committee oversees.  Under the policy, a "related party transaction" is generally defined as a transaction, arrangement or relationship in which the Company was, is or will be a participant; the amount involved exceeds $120,000; and in which any "related person" had, has or will have a direct or indirect material interest.  The policy generally defines a "related person" as a Director, executive officer or beneficial owner of more than five percent of any class of our voting securities and any immediate family member of any of the foregoing persons.

The Audit Committee reviews and, if appropriate, approves related party transactions, including certain transactions which are deemed to be pre-approved under the policy. On an annual basis, the Audit Committee reviews any previously approved related party transaction that is ongoing.     

Committees of the Board of Directors
The Board of Directors currently has three standing Committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

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Audit Committee.  During fiscal 2020, our Audit Committee consisted of Kevin P. McDermott (Chairperson), John P. Friel, and James B. Morgan.  The Board of Directors has determined that each Audit Committee member is independent as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act").  The Board has determined that Mr. McDermott, Mr. Friel, and Mr. Morgan are qualified as "audit committee financial experts," as that term is defined in Item 407(d)(5)(ii) of Regulation S-K.  The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities concerning the quality and integrity of our financial reports and related filings with the SEC.  In fulfilling this role, the Audit Committee, among other things, oversees the accounting and financial reporting process and audits of the financial statements and related SEC filings, appoints and determines the compensation of our Independent Auditor, reviews the scope and findings of the audit, reviews the adequacy and effectiveness of our accounting policies and system of internal control over financial reporting, and oversees our policy and procedures with respect to related party transactions. The Audit Committee’s Charter is available on our website at www.daktronics.com.

Compensation Committee. During fiscal 2020, our Compensation Committee consisted of Robert G. Dutcher (Chairperson), Byron J. Anderson, and John P. Friel.  All of the Compensation Committee members are Independent Directors, as determined by the Board of Directors. The Compensation Committee annually reviews and approves the Chief Executive Officer’s and other executives' compensation packages and acts upon management’s recommendations for executives concerning employee equity incentives, bonuses, and other compensation and benefit plans.  The Compensation Committee’s Charter is available on our website at www.daktronics.com.
 
Nominating and Corporate Governance Committee.  During fiscal 2020, our Nominating and Corporate Governance Committee (the "Nominating Committee") consisted of Nancy D. Frame (Chairperson to June 1, 2020), Byron J. Anderson, and James B. Morgan (named chairperson June 1, 2020).  The Board of Directors has determined that all of the Nominating Committee members are Independent Directors, as determined by the Board of Directors. Our Nominating Committee advises and makes recommendations to the Board of Directors on all matters concerning the selection of candidates as nominees for election as Directors, develops and recommends to the Board of Directors corporate governance guidelines, oversees our Code of Conduct, and provides oversight with respect to corporate governance and ethical conduct. It also facilitates the annual review of the performance of the Board of Directors.  The Nominating Committee’s Charter and our Corporate Governance Guidelines are available on our website at www.daktronics.com.
 
The information below describes the criteria and process that the Nominating Committee uses to evaluate future candidates to the Board of Directors:

Director Qualifications
When Board candidates are considered, they are evaluated based upon various criteria, such as their broad-based business and professional skills and experiences, experience serving as management or on the board of directors of other organizations, concern for the long-term interests of the shareholders, governance risk and compliance knowledge, innovation expertise, international business experience, technology company experience, contracting experience, acquisition experience, financial literacy, personal integrity and judgment, and willingness to be prepared and active participants at Board and Committee meetings.  The Nominating Committee and the Board seek to attract and retain highly qualified and diverse Directors who have sufficient time to attend to their duties and responsibilities to the Company. 

The Nominating Committee and the Board seek members who will contribute to our overall corporate goals, taking into account:

The Company’s responsibility to its key stakeholders, which include shareholders, customers, suppliers, community, and employees.
Integrity in financial reporting and business conduct. Candidates are selected based upon their potential contributions to the long-term interests of shareholders. 
Diversity of a candidate’s skills and experiences.
 
Each candidate for Director must possess the following specific minimum qualifications:

Demonstrated integrity and ethics in his or her professional life and an established record of professional accomplishment in his or her chosen field.
Absence of any material personal, financial or professional interest in any present or potential competitor of the Company.
Ability to participate fully in activities of the Board of Directors, including active membership in at least one Committee of the Board of Directors (in the case of Independent Directors) and attendance at, and active participation in, meetings of the Board of Directors and the Committee(s) of the Board of which he or she is a member.

Shareholder Proposals for Nominees
The Nominating Committee will consider written proposals from shareholders for nominees for Director. Any such nominations must be submitted to the Nominating Committee in the care of our Corporate Secretary and should include (at a minimum) the following information: (a) all information relating to such nominee that is required to be disclosed in Schedule 14A under the Exchange Act (including

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appropriate biographical information); (b) other board memberships; (c) such person’s written consent to being named in the Proxy Statement as a Director nominee and to serving as a Director, if elected; (d) the name(s) and address(es) of the shareholder(s) making the nomination and the number of shares of our common stock which are owned beneficially and of record by such shareholder(s); and (e) a statement as to the qualifications of the nominee.  Shareholder proposals should be submitted by the deadline described in this Proxy Statement under the caption "Procedural Matters – Procedure for Submitting Shareholder Proposals" above.

The Nominating Committee will not change the manner in which it evaluates candidates for Board nominees, including the applicable criteria set forth above, based on whether the candidate was recommended by a shareholder.  To date, we have not received any shareholder proposals to nominate a Director.

Board of Directors’ Evaluation
On an ongoing basis, the Nominating Committee facilitates a process to determine whether the Board of Directors and its Committees are functioning effectively.  The results of this process are reported to the Board for discussion.

How to Contact the Board of Directors
Shareholders wishing to contact our Board of Directors may do so by writing to it at the following address: Corporate Secretary, Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006. All letters received will be forwarded to the Board of Directors.  

Compensation Committee Interlocks and Insider Participation
During fiscal 2020, none of our executive officers served on the board of directors or compensation committee of another company that had an executive officer who served on our Board of Directors or our Compensation Committee.  

Director Compensation
The following table sets forth information about the compensation paid to and earned by our Directors for the fiscal year ended May 2, 2020:
FISCAL YEAR 2020 DIRECTOR COMPENSATION
Name(1)
 
Fees Earned or
Paid in Cash ($)
 
Stock Awards ($) (2)
 
Total
Compensation ($)
Byron J. Anderson
 
$
56,500

 
$
57,497

 
$
113,997

Robert G. Dutcher
 
56,500

 
57,497

 
113,997

Nancy D. Frame
 
61,500

 
57,497

 
118,997

John P. Friel
 
58,500

 
57,497

 
115,997

Kevin P. McDermott
 
58,500

 
57,497

 
115,997

James B. Morgan
 
58,500

 
57,497

 
115,997

(1)
As an employee of the Company, Reece A. Kurtenbach, the President and Chief Executive Officer since September 1, 2013, was a Named Executive Officer during fiscal 2020 and therefore his compensation is included in the appropriate tables within the section of this Proxy Statement entitled "Executive Compensation."
(2)
Represents September 5, 2019 grants of 7,697 restricted shares of our common stock to each of the Directors named in the table with a grant date fair value of $57,497, which vest on August 23, 2020 if they are then Directors of the Company.  The dollar amounts in this column of the table were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC 718").

Independent Director Fees.  For fiscal 2020, each Independent Director received an annual retainer of $40,500. In addition, each Independent Director received $2,500 per meeting for each Board of Directors meeting attended in person. The following table describes the annual retainers paid for fiscal 2020 to each Independent Director for Committee membership participation:
 
 
Chair
 
Other 
Members
Audit Committee
 
$
8,000

 
$
5,000

Compensation Committee
 
6,000

 
3,000

Nominating and Corporate Governance Committee
 
6,000

 
3,000

Lead Independent Director
 
5,000

 
 

The retainers for Board and Committee service are included in the table above entitled "Fiscal Year 2020 Director Compensation".


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In response to the potential impacts of COVID-19 on the business of Daktronics, the Board elected in April 2020 to reduce the Directors' annual $40,500 cash retainer fee by 15% effective April 1, 2020.
 
Stock Ownership and Retention Guidelines.  The Board of Directors has implemented stock ownership guidelines for Directors.  Under these guidelines, each Director is expected to achieve a target of 5,000 shares owned, excluding shares subject to options. Directors have five years from the date they first become a member of the Board of Directors to achieve this level of ownership.  As of the Record Date, all directors were in compliance with these guidelines.
 
Executive Officers
The following discussion sets forth information as of June 29, 2020 about our executive officers who are not Directors.
 
 
Name
 
 
Positions with the Company
 
 
Age
 
Executive Officer
Since
Sheila M. Anderson
 
Chief Financial Officer and Treasurer
 
47
 
2012
Bradley T. Wiemann
 
Executive Vice President
 
57
 
2004
Matthew J. Kurtenbach
 
Vice President of Manufacturing
 
51
 
2014
Carla S. Gatzke
 
Vice President of Human Resources and Secretary
 
59
 
2015

Sheila M. Anderson joined the Company in 2002 as a senior accountant after spending a number of years working as a certified public accountant in public accounting and auditing firms and as a senior accountant at a private company. In 2006, Ms. Anderson was named Corporate Controller and, in 2012, she was named Chief Financial Officer and Treasurer. Ms. Anderson holds a Master of Business Administration degree from the University of South Dakota and a Bachelor of Science degree in Accounting from Southwest Minnesota State University.

Bradley T. Wiemann joined the Company in 1993 as a lead design engineer after spending a number of years with Rockwell International Corporation, where he was involved in flight control systems.  In 1994, he became manager of the Company's engineering groups focused on commercial and transportation product design. In 2001, his responsibilities expanded to include sales and service for commercial and transportation. In 2004, he was appointed Vice President, Commercial and Transportation and, in 2012, he was named Executive Vice President.  In 2013, his responsibilities expanded to include sales and service for the High School Park and Recreation business unit. Mr. Wiemann holds a Master of Science degree in electrical and computer engineering from the University of Iowa and a Bachelor of Science degree in electrical engineering from South Dakota State University.

Matthew J. Kurtenbach joined the Company in 1992 as a manager in manufacturing, and he subsequently served as a project manager for sports projects and as a project manager for the Company's process improvements and facility expansions. In 2001, he was named Manufacturing Manager and, in 2006, he was appointed Vice President of Manufacturing. Also in 2006, he was charged with leading the Company's transformation to lean manufacturing and, in 2013, he gained responsibility for repair center operations associated with after-sales services. Mr. Kurtenbach holds a Master of Science degree in industrial management and a Bachelor of Science degree in electrical engineering from South Dakota State University. Mr. Kurtenbach is the son of Aelred J. Kurtenbach and the brother of Reece A. Kurtenbach and Carla S. Gatzke.

Carla S. Gatzke joined the Company in 1984 in Systems Sales Engineering where she was responsible for sales and project management for legislative voting systems. In 1988, Ms. Gatzke took an 18 month leave of absence to attend and teach at Drake University. In 1990, Ms. Gatzke returned to Daktronics and managed Star Circuits, which manufactures printed circuit boards. In 1992, she became responsible for Human Resources and, in 1996, she added the responsibility of Information and Technology and Systems. In 2006, the responsibility of the Company's Human Resources and Information and Technology and Systems departments separated, and Ms. Gatzke was appointed Vice President of Human Resources. Ms. Gatzke has also served as Corporate Secretary since 1994. Ms. Gatzke holds a Master of Business Administration degree from Drake University and a Bachelor of Science degree in electrical engineering with minors in math and computer science from South Dakota State University. Ms. Gatzke is the daughter of Aelred J. Kurtenbach and the sister of Reece A. Kurtenbach and Matthew J. Kurtenbach.

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 shareholders provided an advisory "say-on-pay" vote indicating their overwhelming support of the Company’s compensation program for our Named Executive Officers. Our shareholders had previously voted that such say-on-pay votes be held

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annually. As a result, Proposal Two presented in this Proxy Statement seeks our shareholders’ input on our executive compensation program. This Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the tables provide information that will assist our shareholders in deciding how to vote on Proposal Two.

Executive Summary
Our executive compensation program, developed by management and approved by the Compensation Committee of the Board of Directors (the "Committee"), is intended to be simple (easily understood) and team-based, focused on a few key performance metrics, and balanced among:

employees, managers and executives;
long-term and short-term objectives;
financial and stock performance; and
cash and equity compensation.

The compensation program is designed to align the interests of the executive team with the interests of our shareholders. 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 the fiscal year ended May 2, 2020 included an increase in orders and an increase in sales as compared to fiscal 2019. Orders increased in the Live Events, High School Park and Recreation, and Transportation business units and decreased in the Commercial and International business units. The Live Events business unit orders increase was primarily due to the increase in the number of projects for college and university venues, minor league sports stadiums, and professional sports venues. Transportation orders grew as demand for intelligent transportation systems increased as state transportation departments and private public partnerships continue to invest in technology to better inform travelers, manage transport systems, and collect revenues. Commercial orders decreased primarily due to a decrease of orders in our spectacular and out-of-home niches. International business unit orders were down primarily due to the timing of large orders and the delay of orders due to the COVID-19 pandemic. Net sales increased in the Commercial, Live Events, High School Park and Recreation, and Transportation business units and remained relatively flat in the International business unit. This change in sales correlates to order levels and to the timing of converting orders and backlog into sales. The timing of order conversion is based on customer-driven delivery schedules. Financial metrics for fiscal 2020 included a 1.3 percent return on assets and a 2.6 percent return on beginning shareholders' equity. In fiscal 2020 compared to fiscal 2019, sales increased by 6.9 percent and operating income increased by 96.5 percent. In fiscal 2020, operating results were breakeven; therefore, the annual operating loss as a percent of sales was 0.0 percent as compared to an operating loss as a percentage of sales of 0.8 percent in fiscal 2019.

Changes to executive compensation during the current fiscal year were mainly due to maintaining the competitiveness of our compensation program. In addition, our executives' pay was reduced starting April 1, 2020 in response to the uncertainty, longevity, and severity the effects of the COVID-19 pandemic would have on Daktronics business.

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 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 management, focus our executives to achieve short- and long-range corporate objectives, and align the interests of the executives with the interests of our shareholders.

The Committee bases its executive compensation decisions on the following philosophies:

Executive compensation should be appropriate to recruit and retain high-performing executives successfully, taking into account executive pay at comparable companies and our pay practices for non-executive employees.
An individual executive's compensation should be based on the executive's responsibility level, capability and performance.
The executive team's compensation should include a significant component that is based on the Company's overall financial performance to encourage the executive team to focus on the overall success of the Company.
Our executives should receive few perquisites, if any, other than those provided to all employees.
 
The Committee annually reviews each executive's compensation. The Committee has determined that our executives' compensation will include base salary, non-equity-based incentive compensation, and equity-based incentive pay in the form of options and restricted stock units. We view the various components of compensation as related but distinct.   


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We determine the appropriate level for each executive compensation component based in part, but not exclusively, on the following factors:

internal equity and consistency;
individual performance;
the executive compensation paid by other companies with which we compete for executive talent; and
Company performance.

The base salary reflects the pay the 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 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 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 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 28.6 years of experience with Daktronics.

For fiscal 2020, our Named Executive Officers were Reece A. Kurtenbach, Chairman, President and Chief Executive Officer; 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 Chief Executive Officer 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 and selected other executives. The Committee considers these recommendations and accepts or adjusts them, in whole or in part.  The Chief Executive Officer 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 Committee’s findings regarding compensation for executive officers to the Board of Directors.  Based on such input, the Board of Directors reviews and generally approves and adopts the Committee's recommendations regarding the executives' compensation plan.
 
Benchmarking
In making decisions regarding elements and amounts of compensation, the Committee considers the compensation paid to executive officers at similar levels and responsibilities. These are public companies in our geographical area (South Dakota, North Dakota, Minnesota, Iowa, and Nebraska) with revenues of between $250 million and $1 billion and with a focus on manufacturing or technology.

The following list sets forth the companies comprising our peer group list:
Apogee Enterprises, Inc.
Hawkins, Inc.
Badger Meter, Inc.
EVINE Live Inc.
Bio-Techne Corporation
Tennant Company
Winnebago Industries, Inc.
Lindsay Corporation
Raven Industries, Inc.
Actuant Corporation
Graco, Inc.
MTS Systems Corporation

The Committee also considers compensation data from Salary.com and the Economic Research Institute, which takes into consideration company size, geography, base salary and variable cash compensation but excludes equity incentive compensation information.

The Committee believes that its executive compensation is sufficiently conservative, as well as appropriately competitive, so as not to require an external consultant opinion.


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Elements of Compensation
For fiscal 2020, 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 plan;
equity-based compensation plan; and
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 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 Committee also considers the recommendations of the Chief Executive Officer for other Named Executive Officers.  

In April 2020, in response to the potential impacts of COVID-19 on the Company's business, Mr. Reece A. Kurtenbach and Ms. Sheila M. Anderson reduced their base salaries by 15% and other Named Executive Officers elected to reduce their base salaries by 10%.

Non-Equity-Based Incentive Compensation Plan. 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 eight months of base salary for each executive officer. The maximum level of the variable cash compensation is 120 percent of the targeted level of variable cash compensation.

This level of non-equity compensation takes into account other non-equity incentive compensation plans at comparable companies, as well as the 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 they believe it is the most appropriate indicator of performance that will drive long-term shareholder value, and it is consistent with our corporate strategies.  

The various payout percentages based on operating margins are as follows:
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%


We follow applicable laws and regulations 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 2020, 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: Chief Executive Officer - 80 percent of his base salary; Chief Financial Officer - 55 percent of her base salary; Vice President and Secretary - 50 percent of her base salary; and all other Named Executives Officers - 65 percent of their base salaries.  For fiscal 2020, 2019, and 2018, there was no non-equity-based incentive compensation paid out to any Named Executive Officer.
 
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 of Directors, based on recommendations of the Compensation Committee, determines the number of shares 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 our 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

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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 of Directors generally follow a practice of calculating 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 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 Chief Executive Officer allocates equity grants to selected employees. To facilitate the grant of stock options to employees and other executive officers, the Board of Directors authorized the Chief Executive Officer to grant individual stock options and restricted stock units during fiscal 2020, subject to the guidelines and limitations imposed by the Compensation Committee.
  
The 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 of Directors also generally follow a practice of allocating similar equity grants to each of the Named Executive Officers, with some variation based on responsibilities and experience. 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 2020, the Compensation Committee determined that each Named Executive Officer would be allocated equity grants for approximately 8,750 shares of common stock, with a ratio of 2.5 to 1 of incentive stock options to restricted stock units. The 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 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 $2.5 million for all employees, including the Named Executive Officers.  The value of the restricted stock units was equal to 138.80 percent of the value of the stock options for executives, as determined under the fair value provisions of ASC 718. For fiscal 2020, all equity grants to employees were made under the Daktronics, Inc. 2015 Stock Incentive Plan (the "2015 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, including new employees.  The exercise price of all stock options granted is equal to the fair market value of the Company’s common stock as reported on The Nasdaq Global Select Market on the date of grant, which is defined in the Daktronics, Inc. 2007 Stock Incentive Plan (the "2007 Plan") and the 2015 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 of Directors, we may make matching contributions equal to a percentage of the salary deduction contributions or other discretionary amounts.  We paid $2.9 million in matching and discretionary contributions in fiscal 2020, $2.8 million in fiscal 2019, and $2.6 million in fiscal 2018.  Contributions to the 401(k) Plan on behalf of the Named Executive Officers are described in the table entitled "Summary Compensation Table – Fiscal 2020." Effective for fiscal year 2020, the matching contribution program was suspended because of the COVID-19 pandemic.

All employees, including the Named Executive Officers, are entitled to participate in the Daktronics, Inc. Employee Stock Purchase Plan, or ESPP, which is intended to qualify under Section 423 of the Code.  The ESPP allows employees to purchase shares of our common stock, subject to annual 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.  

Accounting and Tax Treatment
We account for equity-based compensation paid to employees under ASC 718, Compensation-Stock Compensation, promulgated by the Financial Accounting Standards Board, 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.

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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) has not been material to our compensation decisions.
 

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COMPENSATION COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings by reference, including this Proxy Statement, in whole or in part, the following report of the Compensation Committee shall not be deemed to be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts.
  
The Compensation Committee has reviewed and discussed the section of this Proxy Statement entitled "Compensation Discussion and Analysis" with management.  Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation Committee,

Robert G. Dutcher, Chair
Byron J. Anderson
John P. Friel



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EXECUTIVE COMPENSATION

For the fiscal years ended May 2, 2020, April 27, 2019 and April 28, 2018, the following table sets forth information about compensation awarded to, earned by or paid to our principal executive officer and principal financial officer and our next three most highly compensated executive officers whose total compensation was greater than $100,000 for the fiscal year ended May 2, 2020, all of whom constitute our Named Executive Officers.

SUMMARY COMPENSATION TABLE – FISCAL 2020
 
 
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
 
2020
 
$
451,489

 
$
34,290

 
$
24,705

 
$

 
$
8,400

 
$
518,884

Chief Executive Officer and
 
2019
 
443,846

 
34,938

 
29,160

 

 
8,290

 
516,234

President
 
2018
 
427,692

 
48,660

 
42,300

 

 
8,100

 
526,752

Sheila M. Anderson
 
2020
 
$
287,413

 
$
15,875

 
$
11,438

 
$

 
$
7,578

 
$
322,304

Chief Financial Officer
 
2019
 
279,354

 
16,175

 
13,500

 

 
7,223

 
316,252

 
 
2018
 
267,077

 
24,330

 
21,150

 

 
7,141

 
319,698

Bradley T. Wiemann
 
2020
 
$
277,802

 
$
15,875

 
$
11,438

 
$

 
$
8,334

 
$
313,449

Executive Vice President
 
2019
 
271,231

 
16,175

 
13,500

 

 
8,069

 
308,975

 
 
2018
 
262,092

 
24,330

 
21,150

 

 
7,905

 
315,477

Matthew J. Kurtenbach
 
2020
 
$
266,059

 
$
15,875

 
$
11,438

 
$

 
$
7,982

 
$
301,354

Vice President
 
2019
 
258,662

 
16,175

 
13,500

 

 
7,687

 
296,024

 
 
2018
 
248,554

 
24,330

 
21,150

 

 
7,496

 
301,530

Carla S. Gatzke
 
2020
 
$
226,599

 
$
15,875

 
$
11,438

 
$

 
$
6,798

 
$
260,710

Vice President and
 
2019
 
217,973

 
16,175

 
13,500

 

 
6,481

 
254,129

Secretary
 
2018
 
210,487

 
22,303

 
19,373

 

 
6,341

 
258,504

(1)
Consists of restricted stock units granted under the 2015 Plan.  In accordance with ASC 718, the amount is calculated based on the grant date fair value of the award. Refer to "Note 13. 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 May 2, 2020 for a discussion of the assumptions used in calculating the amount under ASC 718. 
(2)
Consists of stock options granted under the 2015 Plan.  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 13. 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 May 2, 2020 for a discussion of the assumptions used in calculating the amount under ASC 718.
(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 earlier in this Proxy Statement, variable incentive compensation payments are based upon the achievement of certain operating margin targets for fiscal 2018, fiscal 2019 and fiscal 2020.
(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.

The following table sets forth information regarding grants of plan-based awards to the Named Executive Officers during fiscal 2020:

GRANTS OF PLAN-BASED AWARDS — FISCAL 2020
 
 
 
 
Estimated future payouts under non-equity incentive plan awards(1)
 
All other stock awards: number of shares of stock or units (#)(2)
 
All other option awards: number of securities underlying options (#) (3)
 
Exercise or base price of option awards ($/share)(4)
 
Grant date fair value of stock and option awards($) (5)
 
 
 
 
 
 
 
 
 
Name
 
 Grant Date
 
Threshold($)
 
Target($)
 
Maximum($)
 
 
 
 
Reece A. Kurtenbach
 
09/05/2019
 
77,000

 
308,000

 
369,600

 
5,400

 
13,500

 
7.47

 
58,995

Sheila M. Anderson
 
09/05/2019
 
33,802

 
135,208

 
162,250

 
2,500

 
6,250

 
7.47

 
27,313

Bradley T. Wiemann
 
09/05/2019
 
38,404

 
153,617

 
184,340

 
2,500

 
6,250

 
7.47

 
27,313

Matthew J. Kurtenbach
 
09/05/2019
 
36,915

 
147,658

 
177,190

 
2,500

 
6,250

 
7.47

 
27,313

Carla S. Gatzke
 
09/05/2019
 
24,188

 
96,750

 
116,100

 
2,500

 
6,250

 
7.47

 
27,313


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(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."
(2)
Consists of restricted stock units granted to the Named Executive Officers in fiscal 2020 under the 2015 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.
(3)
Consists of options granted to the Named Executive Officers in fiscal 2020 under the 2015 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.
(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 2015 Plan.
(5)
Represents the full grant date fair value determined pursuant to ASC 718 as reflected in our financial statements, based on the numbers 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 $7.47 per share on September 5, 2019.

The following table sets forth information about unexercised options and restricted stock units that have not vested that were held at May 2, 2020 by the Named Executive Officers:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — FISCAL 2020
 
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
12/02/2010
 
7,155

 

 
14.37

 
12/01/2020
 

 

 
12/01/2011
 
10,500

 

 
9.24

 
11/30/2021
 

 

 
08/23/2012
 
10,800

 

 
9.51

 
08/22/2022
 

 

 
08/22/2013
 
8,750

 

 
11.05

 
08/22/2023
 

 

 
09/01/2013
 
25,000

 

 
10.93

 
08/22/2023
 

 

 
09/04/2014
 
15,000

 

 
13.31

 
09/04/2024
 

 

 
09/03/2015
 
12,000

 
3,000

 
8.51

 
09/03/2025
 

 

 
09/01/2016
 
9,000

 
6,000

 
9.57

 
09/01/2026
 

 

 
08/31/2017
 
6,000

 
9,000

 
9.63

 
08/31/2027
 

 

 
09/06/2018
 
2,700

 
10,800

 
7.83

 
09/06/2028
 

 

 
09/05/2019
 

 
13,500

 
7.47

 
09/05/2029
 

 

 
 
 

 

 

 
 
16,920

 
75,294

Sheila M. Anderson
12/02/2010
 
2,445

 

 
14.37

 
12/01/2020
 

 

 
12/01/2011
 
4,000

 

 
9.24

 
11/30/2021
 

 

 
08/23/2012
 
4,000

 

 
9.51

 
08/22/2022
 

 

 
09/12/2012
 
6,000

 

 
9.56

 
08/22/2022
 

 

 
08/22/2013
 
6,870

 

 
11.05

 
08/22/2023
 

 

 
09/04/2014
 
7,500

 

 
13.31

 
09/04/2024
 

 

 
09/03/2015
 
6,000

 
1,500

 
8.51

 
09/03/2025
 

 

 
09/01/2016
 
4,500

 
3,000

 
9.57

 
09/01/2026
 

 

 
08/31/2017
 
3,000

 
4,500

 
9.63

 
08/31/2027
 

 

 
09/06/2018
 
1,250

 
5,000

 
7.83

 
09/06/2028
 

 

 
09/05/2019
 

 
6,250

 
7.47

 
09/05/2029
 

 

 
 
 

 

 

 
 
8,100

 
36,045


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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
12/02/2010
 
10,500

 

 
14.37

 
12/01/2020

 

 

 
12/01/2011
 
7,155

 

 
9.24

 
11/30/2021

 

 

 
08/23/2012
 
10,500

 

 
9.51

 
08/22/2022

 

 

 
08/22/2013
 
10,800

 

 
11.05

 
08/22/2023

 

 

 
09/04/2014
 
7,500

 

 
13.31

 
09/04/2024

 

 

 
09/03/2015
 
6,000

 
1,500

 
8.51

 
09/03/2025

 

 

 
09/01/2016
 
4,500

 
3,000

 
9.57

 
09/01/2026

 

 

 
08/31/2017
 
3,000

 
4,500

 
9.63

 
08/31/2027

 

 

 
09/06/2018
 
1,250

 
5,000

 
7.83

 
09/06/2028

 

 

 
09/05/2019
 

 
6,250

 
7.47

 
09/05/2029

 

 

 
 
 

 

 

 

 
8,100

 
36,045

Matthew J. Kurtenbach
12/02/2010
 
10,500

 

 
14.37

 
12/01/2020

 

 

 
12/01/2011
 
7,155

 

 
9.24

 
11/30/2021

 

 

 
08/23/2012
 
10,500

 

 
9.51

 
08/22/2022

 

 

 
08/22/2013
 
10,500

 

 
11.05

 
08/22/2023

 

 

 
09/04/2014
 
7,500

 

 
13.31

 
09/04/2024

 

 

 
09/03/2015
 
6,000

 
1,500

 
8.51

 
09/03/2025

 

 

 
09/01/2016
 
4,500

 
3,000

 
9.57

 
09/01/2026

 

 

 
08/31/2017
 
3,000

 
4,500

 
9.63

 
08/31/2027

 

 

 
09/06/2018
 
1,250

 
5,000

 
7.83

 
09/06/2028

 

 

 
09/05/2019
 

 
6,250

 
7.47

 
09/05/2029

 

 

 
 
 

 

 

 

 
8,100

 
36,045

Carla S. Gatzke
12/02/2010
 
6,455

 

 
14.37

 
12/01/2020

 

 

 
12/01/2011
 
10,000

 

 
9.24

 
11/30/2021

 

 

 
08/23/2012
 
10,500

 

 
9.51

 
08/22/2022

 

 

 
08/22/2013
 
6,870

 

 
11.05

 
08/22/2023

 

 

 
09/04/2014
 
6,870

 

 
13.31

 
09/04/2024

 

 

 
09/03/2015
 
5,496

 
1,374

 
8.51

 
09/03/2025

 

 

 
09/01/2016
 
4,122

 
2,748

 
9.57

 
09/01/2026

 

 

 
08/31/2017
 
2,748

 
4,122

 
9.63

 
08/31/2027

 

 

 
09/06/2018
 
1,250

 
5,000

 
7.83

 
09/06/2028

 

 

 
09/05/2019
 

 
6,250

 
7.47

 
09/05/2029

 

 

 
 
 

 

 

 

 
7,800

 
34,710

 
(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.
(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.
(3)
Determined by multiplying the Company's $4.45 per share closing stock price as reported on The Nasdaq Global Select Market on May 1, 2020, which was the last business day of fiscal 2020, by the number of shares subject to the award.



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The following table sets forth information regarding the exercise of stock options by and the vesting of restricted stock awards during fiscal 2020 for the Named Executive Officers:

OPTION EXERCISES AND STOCK VESTED – FISCAL 2020
 
 
Option Awards
 
Stock Awards
 
 
Number of Shares Acquired on Exercise (#)
 
Value Realized on Exercise($)(1)
 
Number of Shares Acquired on Vesting(#)
 
Value Realized on Vesting($)(2)
Name
 
 
 
 
Reece A. Kurtenbach
 

 

 
5,880

 
34,986

Sheila M. Anderson
 

 

 
2,900

 
17,255

Bradley T. Wiemann
 

 

 
2,900

 
17,255

Matthew J. Kurtenbach
 

 

 
2,900

 
17,255

Carla S. Gatzke
 

 

 
2,700

 
16,065

(1)
Consists of the difference between the closing price of our 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.
(2)
Consists of the number of shares vested multiplied by the market value of the stock as of the vesting date.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information as of May 2, 2020 with respect to our equity compensation plans:
  
EQUITY COMPENSATION PLAN INFORMATION
 
Plan category
 
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
 
 
(a)
 
(b)
 
(c)
Equity compensation plans approved by security holders:
 
 
 
 
 
 
2007 Stock Incentive Plan
 
1,144,633

 
$
11.09

 

2015 Stock Incentive Plan
 
976,639

 
8.63

 
1,175,811

Employee Stock Purchase Plan(1)
 
Not Applicable

 
Not Applicable

 
979,183

Total
 
2,121,272

 
$
9.96

 
2,154,994

(1)
Under the ESPP, shares are acquired at the time of investment by the participating employees at the applicable discount.

Post-Employment Compensation

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 executive’s employment.  The amounts shown assume that such termination was effective as of May 2, 2020, 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 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 2015 Plan, all options and restricted stock units immediately vest upon a "change in control", as that term is defined in the 2015 Plan.  The 2007 Plan has expired, but there are awards outstanding under the 2007 Plan that are governed by its 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.


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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)
 
$

 
$

 
$

 
$

 
 
Restricted stock unit vesting acceleration
 
75,294

 

 

 

 
 
Vacation pay
 
34,928

 
34,928

 
34,928

 
34,928

 
 
 
 
$
110,222

 
$
34,928

 
$
34,928

 
$
34,928

 
 
 
 
 
 
 
 
 
 
 
Sheila M. Anderson
 
Stock option vesting acceleration(1)
 
$

 
$

 
$

 
$

 
 
Restricted stock unit vesting acceleration
 
36,045

 

 

 

 
 
Vacation pay
 
14,653

 
14,653

 
14,653

 
14,653

 
 
 
 
$
50,698

 
$
14,653

 
$
14,653

 
$
14,653

 
 
 
 
 
 
 
 
 
 
 
Bradley T. Wiemann
 
Stock option vesting acceleration(1)
 
$

 
$

 
$

 
$

 
 
Restricted stock unit vesting acceleration
 
36,045

 

 

 

 
 
Vacation pay
 
28,592

 
28,592

 
28,592

 
28,592

 
 
 
 
$
64,637

 
$
28,592

 
$
28,592

 
$
28,592

 
 
 
 
 
 
 
 
 
 
 
Matthew J. Kurtenbach
 
Stock option vesting acceleration(1)
 
$

 
$

 
$

 
$

 
 
Restricted stock unit vesting acceleration
 
36,045

 

 

 

 
 
Vacation pay
 
33,027

 
33,027

 
33,027

 
33,027

 
 
 
 
$
69,072

 
$
33,027

 
$
33,027

 
$
33,027

 
 
 
 
 
 
 
 
 
 
 
Carla S. Gatzke
 
Stock option vesting acceleration(1)
 
$

 
$

 
$

 
$

 
 
Restricted stock unit vesting acceleration
 
34,710

 

 

 

 
 
Vacation pay
 
28,132

 
28,132

 
28,132

 
28,132

 
 
 
 
$
62,842

 
$
28,132

 
$
28,132

 
$
28,132

(1)
For option awards, consists of the difference between the $4.45 per share closing price of the common stock as reported on The Nasdaq Global Select Market as of May 1, 2020, which was the last business day of fiscal 2020, and the exercise price of the option multiplied by the number of shares subject to the option.

Other Post-Employment Payments
We do not provide pension arrangements, post-retirement health coverage or non-qualified defined contribution plans.

Compensation Risk Analysis
The Compensation Committee has established the non-equity incentive program to be based on the same Company-wide measure for each executive.  As previously described, the Committee has selected operating margin as the Company-wide measure.  Basing the program on the same Company-wide measure for all the executives minimizes the risks associated with individual formulas based on individual actions.  The non-equity incentive program is the only formula-based incentive-compensation program in the Company.

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, we are providing the following information with respect to fiscal 2020:

the annual total compensation of the median employee of our Company (which excludes our CEO) was $56,365; and
the annual total compensation of our CEO was $518,884.

Based on this information, a reasonable estimate of the ratio of the annual total compensations of our CEO and the median employee for fiscal 2020 was approximately 9 to 1.


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For fiscal 2020, we used the same median employee that was identified in fiscal 2018. In fiscal 2018, to identify the median employee’s total annual compensation, we first identified all employees worldwide as of March 9, 2018, including all full-time, part-time, temporary and student employees, and excluding our CEO. We then determined a consistently applied compensation measure by calculating each employee’s total compensation as the annualized value of their current base hourly or salary rate. Compensation paid in currencies other than U.S. dollars were converted to United States dollars based on average exchange rates for the period ended February 24, 2018. We used this calculated annual compensation to identify the median employee.

We determined that we could use in our fiscal 2020 CEO pay ratio analysis the same median employee that we identified in fiscal 2018 because there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal 2020 pay ratio disclosure. Similarly, there has been no change in our median employee's circumstances that we reasonably believe would result in a significant change to our fiscal 2020 pay ratio disclosure.

The identified median employee received $53,430 of base pay in fiscal 2020. 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 $2,935 to the median employee's base pay consisting of matching contributions made by the Company under the 401(k) Plan for the 2020 fiscal year and overtime. Thus, our median employee's annual total compensation was $56,365.

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.


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AUDIT COMMITTEE REPORT
 
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings by reference, including this Proxy Statement, in whole or in part, the following report of the Audit Committee shall not be deemed to be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts.
 
The Audit Committee is responsible for the oversight of our financial reporting process, our system of internal control over financial reporting, and the audit process.  Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting, which it reviews with the Audit Committee.  In this context, the Audit Committee has met and held discussions with management and our Independent Auditor with respect to the overall scope and plans for the reviews of our interim consolidated financial statements and the audits of our annual consolidated financial statements and internal control over financial reporting. The Audit Committee has the sole authority and responsibility to select, evaluate and, when it deems it to be appropriate, replace the Independent Auditor.  The Audit Committee is also responsible for overseeing the Company’s policies and procedures with respect to related party transactions.
 
The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting controls or auditing matters and the confidential, anonymous submission by our employees of any accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of any concerns regarding questionable accounting or auditing matters.  The Audit Committee operates under a formal written charter that has been adopted by the Board of Directors and is available on the Company’s website at www.daktronics.com. The charter was last amended effective March 1, 2018.
 
The Audit Committee is composed of three Directors who are independent as provided in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934. The members of the Audit Committee are appointed annually by the Board of Directors.  The Audit Committee members are not professional accountants or auditors, and their role is not intended to duplicate or certify the activities of our management or the Independent Auditor, nor can the Audit Committee certify that the Independent Auditor is "independent" under applicable rules.  The Audit Committee serves a Board-level oversight role in which it provides advice, counsel and direction to management and the Independent Auditor on the basis of the information it receives, discussions with management and the Independent Auditor, and the experience of the Audit Committee’s members in business, financial accounting and audit matters.

The membership of the Audit Committee for fiscal 2020, together with appointment dates and attendance at meetings, is set forth below:

Members
Committee Member since
Attendance at full meetings
Kevin P. McDermott
2016
7/7
John P. Friel
2016
7/7
James B. Morgan
2017
7/7


The Audit Committee has reviewed and discussed with management and the Independent Auditor our audited consolidated financial statements as of and for the fiscal year ended May 2, 2020 and the results of management's assessment and the Independent Auditor's audit of the effectiveness of the Company's internal control over financial reporting; the significant accounting policies, including their quality and acceptability, applied by management in the preparation of our financial statements, as well as alternative treatments; and management's and the Independent Auditor's judgment with respect to risk assessment. We have discussed with our Independent Auditor the matters required by the standards of the Public Company Accounting Oversight Board ("PCAOB"), including PCAOB Auditing Standards No. 1301, Communications with Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. We have also received from the Independent Auditor the written disclosures and the letter required by applicable requirements of PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, regarding the Independent Auditor's independence; and reviewed and pre-approved fees charged by the Independent Auditor and considered whether the Independent Auditor's provision of non-audit services to us is compatible with its independence.  The Audit Committee also met in executive session following each of the formal Audit Committee meetings with representatives of our Independent Auditor.

The Audit Committee recognizes the importance of maintaining the independence of the Company's Independent Auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company's Independent Auditor and determines whether to re-engage such firm. In doing so, the Audit Committee considers, among other things,

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the quality and efficiency of the services provided by the Independent Auditor, its capabilities and its technical expertise, its knowledge of the Company's operations and industry, and relevant information concerning its independence. Based on this evaluation, the Audit Committee of the Board of Directors recommended the appointment of Deloitte & Touche, LLP as our Independent Auditor to perform reviews of our interim consolidated financial statements and to perform audits of our annual consolidated financial statements and of our internal control over financial reporting for fiscal 2021.

Based on the review and discussions described above, the Audit Committee recommended to the Board of Directors that our audited consolidated financial statements for the fiscal year ended May 2, 2020 be included in our Annual Report on Form 10-K for filing with the Securities and Exchange Commission.
 
By the Audit Committee,
 
Kevin P. McDermott, Chair
John P. Friel
James B. Morgan

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

We have adopted a procedure called "householding," which has been approved by the SEC.  Under this procedure, we are delivering only one copy of our Annual Report, this Proxy Statement and our Notice of Internet Availability of Proxy Materials to multiple shareholders who have requested paper copies of the Annual Report and Proxy Statement and who share the same address, unless we have received contrary instructions from one or more of the shareholders.  Shareholders who participate in householding will continue to be able to access and receive separate proxy cards or voting instruction cards.  In addition, some banks, brokers and other intermediaries may be participating in this practice of householding our Annual Report, this Proxy Statement and our Notice of Internet Availability of Proxy Materials. This practice benefits us and our shareholders because it reduces the volume of duplicate information received at a shareholder’s address and helps reduce our expenses. Shareholders who share an address and receive multiple copies of our Annual Report, this Proxy Statement and our Notice of Internet Availability of Proxy Materials may request only one copy of these materials by contacting their bank, broker or other nominee record holder or by contacting the Company as described in the next paragraph.
 
Shareholders that have previously received a single set of our Annual Report, this Proxy Statement and our Notice of Internet Availability of Proxy Materials may request their own copies this fiscal year or in future years by contacting their bank, broker or other nominee record holder or by contacting the Company as described in the next sentence. We will also deliver promptly separate paper copies of our Annual Report, this Proxy Statement and our Notice of Internet Availability of Proxy Materials to any shareholder upon written request sent to Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006, Attention: Investor Relations, or upon verbal request by calling (605) 692-0200.

AVAILABLE INFORMATION
 
The Annual Report to Shareholders for the fiscal year ended May 2, 2020, including financial statements, is being mailed with this Proxy Statement.  The Annual Report to Shareholders is not incorporated in this Proxy Statement and is not deemed to be a part of this Proxy Statement.

The Annual Report to Shareholders for the fiscal year ended May 2, 2020 can also be accessed on our website at www.daktronics.com by selecting "Menu", then "Investor" and then "Annual Reports and Proxy" under the heading "Financial Information." Any person whose proxy is solicited by this Proxy Statement will be provided, upon request and without charge, with a copy of our Annual Report on Form 10-K for the fiscal year ended May 2, 2020.  Please submit such requests to Daktronics, Inc., 201 Daktronics Drive, Brookings, South Dakota 57006, Attention: Investor Relations, or by calling (605) 692-0200.
 
By Order of the Board of Directors,

Carla S. Gatzke
Secretary

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EXHIBIT A
DAKTRONICS, INC.
2020 STOCK INCENTIVE PLAN
SECTION 1.    General Purpose of Plan; Definitions

1.1    General Purpose. The name of this plan is the Daktronics, Inc. 2020 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enable Daktronics, Inc. (the “Company”) and its Subsidiaries to retain and attract executives, other employees, members of the Board of Directors and Consultants who contribute to the Company’s success by their ability, ingenuity and industry, and to enable such individuals to participate in the long-term success and growth of the Company by giving them a proprietary interest in the Company.

1.2    Definitions. For purposes of the Plan, the following terms shall be defined as set forth below; other terms are defined elsewhere in the Plan:

(a)Agreement” means an agreement by and between the Company and a Recipient under the Plan setting forth the terms and conditions of an Award.

(b)Award” means an Option, Restricted Stock, Restricted Stock Unit, Deferred Stock or any combination thereof granted pursuant to the terms of this Plan.

(c)Board” means the Board of Directors of the Company, as it may be comprised from time to time.

(d)Cause” means, except as may otherwise be provided in the terms of an Agreement or in a written employment or service agreement between the Company or a Subsidiary of the Company and the Recipient:

(i)a material breach of any written employment, service, confidentiality, non‑compete or similar agreement between the Company or a Subsidiary of the Company and the Recipient;

(ii)a material breach of any code of conduct or code of ethics established by the Company or a Subsidiary of the Company;

(iii)the commission of a felony by a Recipient or the failure of a Recipient to contest prosecution for a felony; or

(iv)a Recipient’s willful misconduct, dishonesty, breach of fiduciary duty or gross negligence involving the business or reputation of the Company or a Subsidiary of the Company.

(e)Change in Control” means any of the following:

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires or becomes a “beneficial owner” (as defined in Rule 13d‑3 or any successor rule under the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the combined voting power of the Voting Securities; provided, however, that the following shall not constitute a Change in Control pursuant to this Section 1.2(e)(i):

(A)any acquisition of Voting Securities or Stock of the Company directly from the Company other than in connection with a transaction described in Section 1.2(e)(iii) below;

(B)any acquisition or beneficial ownership by the Company or a Subsidiary of the Company;

(C)any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its Subsidiaries; or

(D)any acquisition or beneficial ownership by any corporation with respect to which, immediately following such acquisition, more than 50% of the combined voting power of the Company’s then outstanding Voting Securities and the Stock of the Company is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Stock of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Stock, as the case may be, immediately prior to such acquisition;

(ii)A majority of the members of the Board of the Company shall not be Continuing Directors;

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(iii)The consummation of a reorganization, merger or consolidation of the Company or a statutory exchange of outstanding Voting Securities of the Company unless, immediately following such reorganization, merger, consolidation or exchange, all or substantially all of the persons who were the beneficial owners, respectively, of Voting Securities and Stock of the Company immediately prior to such reorganization, merger, consolidation or exchange beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors and the then outstanding shares of common stock, as the case may be, of the corporation resulting from such reorganization, merger, consolidation or exchange in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or exchange, of the Voting Securities and Stock of the Company, as the case may be;

(iv)Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the consummation of the sale or other disposition of all or substantially all of the assets of the Company (in one or a series of transactions), other than to a corporation with respect to which, immediately following such sale or other disposition, more than 50% of, respectively, the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and the then outstanding shares of common stock of such corporation is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the Voting Securities and Stock of the Company immediately prior to such sale or other disposition in substantially the same proportions as their beneficial ownership immediately prior to such sale or other disposition, of the Voting Securities and Stock of the Company, as the case may be; or

(v)Successive transactions of the types described in Sections 1.2(e)(i) through (iv).

(f)Change in Control Termination” means any of the following events occurring upon or within 12 months after a Change in Control: (i) the termination of a Recipient’s employment or service with the Company (including, without limitation, service as a Director or a Consultant) for any reason other than for Cause; or (ii) the termination of employment or service with the Company by a Recipient for Good Reason (including, without limitation, service as a Director or a Consultant), which termination shall be accomplished by, and be effective upon, the Recipient giving written notice to the Company of his or her decision to terminate.

(g)Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(h)Committee” means the Compensation Committee of the Board.

(i)Company” means Daktronics, Inc., a corporation organized under the laws of the State of South Dakota (or any successor corporation).

(j)Consultant” means any person providing bona fide services to the Company or a Parent Corporation or a Subsidiary of the Company (other than persons either providing services in connection with the offer or sale of securities in a capital raising transaction or directly or indirectly promoting or maintaining a market for the Company’s Stock) who is compensated for such services and who is not an Employee of the Company or any Parent Corporation or Subsidiary of the Company. A Consultant would include a Non‑Employee Director.

(k)Continuing Directors” means:

(i)individuals who, on the date hereof, are Directors of the Company;

(ii)individuals elected as Directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board; or

(iii)any individual elected or appointed by the Board to fill vacancies on the Board caused by a death or resignation (but not by removal) or to fill newly‑created directorships;

provided, however, that a Continuing Director shall not include a Director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of the Directors of the Company.

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(l)Deferred Stock” means an Award made pursuant to Section 7 of the Plan of the right to receive Stock at the end of a specified deferral period or upon the achievement of specified performance criteria.

(m)Director” means a member of the Board.

(n)Disability” means, except as may otherwise be provided in the terms of an Agreement or in a written employment or service agreement between the Company or a Subsidiary of the Company and the Recipient, the Recipient:

(i)is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months;

(ii)is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Company; or

(iii)when used in connection with the exercise of an Incentive Option following termination of employment, has a disability within the meaning of Section 22(e)(3) of the Code;

provided, that only to the extent necessary to satisfy Section 409A of the Code, the Recipient has a “disability” or is “disabled” within the meaning of Section 409A of the Code.

(o)Effective Date” has the meaning set forth in Section 14 of the Plan.

(p)Employee” means any person, including officers and Directors, employed by the Company or any Subsidiary of the Company. The payment to a Director by the Company of Directors’ fees shall not alone mean that the Director is an employee of the Company.

(q)Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute.

(r)Executive Officer” means an officer as defined in Rule 16a‑1(f) under the Securities Exchange Act of 1934.

(s)Fair Market Value” of Stock on any given date shall be determined by the Committee as follows:

(i)If the Stock is listed for trading on one or more national securities exchanges (including The NASDAQ Global Select Market, The NASDAQ Global Market, or The NASDAQ Capital Market), the closing price on such national securities exchange on the day in question or, if such Stock shall not have been traded on such national securities exchange on such date, the closing price on such national securities exchange on the first day after the date in question on which such Stock was so traded;

(ii)If the Stock is not listed for trading on a national securities exchange but is traded in the over‑the‑counter market, the closing bid price for such Stock on the day prior to the date in question or, if there is no closing bid price for such Stock on such date, the closing bid price on the first day prior thereto on which such price existed; or

(iii)If neither Section 1.2(s)(i) nor (ii) is applicable, by any means deemed fair and reasonable by the Committee in its sole discretion, which determination shall be final and binding on all parties.

(t)Good Reason” means the Recipient has provided written notice to the Company within 90 days following the occurrence of any of the following events, provided the event results in a negative change to the Recipient, which notice describes the event in reasonable detail and the facts and circumstances claimed by the Recipient to constitute Good Reason: (i) the assignment of the Recipient without the Recipient’s consent to a position with material responsibilities or duties of a lesser status or degree than the then current position of the Recipient with the Company; (ii) the relocation of the Recipient’s principal office for the Company’s business, without the Recipient’s consent, to a location more than 75 miles outside the Recipient’s work location as of the date of the Change in Control; (iii) a material reduction, in the aggregate, in base salary, variable pay opportunities or the employee benefits in which the Recipient is entitled to participate irrespective of any standard waiting periods with respect to the same, unless such material reduction is generally applicable to all employees of the Company with a similar ranking to the Recipient; or (iv) a material breach or a material adverse modification by the Company of an Agreement or any employment or service agreement with the Company without the Recipient’s consent.

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Termination for “Good Reason” shall not include a Recipient’s death, Disability or a termination for any reason other than one of the events described in clauses (i) through (iv) of this Section 1.2(t).

(u)Incentive Option” means any Award intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code and that satisfies the requirements set forth therein.

(v)Non‑Employee Director” means a non‑employee Director within the meaning of Rule 16b‑3(b)(3) under the Exchange Act.

(w)Non‑Qualified Option” means any Option that is not an Incentive Option.

(x)Option” means any Award to purchase Stock granted pursuant to Section 5 of the Plan.

(y)Outside Director” means a member of the Board who satisfies the requirements of an outside director for purposes of Section 162(m) of the Code.

(z)Parent Corporation” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations (other than the Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(aa)Recipient” means any eligible person to whom an Award has been granted under this Plan.

(bb)    “Restricted Stock” means an Award of shares of Stock pursuant to Section 6 of the Plan that is subject to restrictions as described therein.

(cc)    “Restricted Stock Unit” means an Award of the right to receive a share of Stock granted pursuant to Section 6 of the Plan that is subject to restrictions as described therein.

(dd)    “Stock” means the no par value common stock of the Company.

(ee)    “Subsidiary” means any corporation (other than the Company), foreign or domestic, in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing more than 50% of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(ff)    “Voting Securities” means the Company’s then outstanding securities ordinarily entitled to vote in the election of Directors.

SECTION 2.    Administration

2.1    Authority. The Plan shall be administered by the Board or by the Committee. If at any time no Committee shall be in office, then the Board shall exercise the functions of the Committee specified in the Plan. The Board may exercise any or all of the functions of the Committee specified in the Plan, except that:

(a)    at such time as any Award is subject to the limitations under Section 162(m) of the Code and regulations promulgated thereunder, the Plan shall be administered by a Committee consisting solely of Outside Directors;

(b)    at such time as the Company and its affiliates are subject to the limitations under Section 16(b) of the Exchange Act, the Committee shall consist solely of Non‑Employee Directors; and

(c)    the Plan shall be administered by a Committee that is comprised solely of members who satisfy the applicable requirements of any stock exchange on which the Stock may then be listed.

Subject to the foregoing, references in the Plan to the Committee shall also include the Board, to the extent the context permits.
2.2    Powers.    The Committee shall have the power and authority to grant Awards pursuant to the terms of the Plan. In particular, the Committee shall have the authority:

(a)    Recipients. To select Recipients to whom Awards may from time to time be granted hereunder;


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(b)    Amount. To determine the number of shares of Stock, units or other measures to be covered by each such Award granted hereunder;

(c)    Terms and Conditions. To determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, any restriction on any Award and/or the Stock relating thereto);

(d)    Amendment; Acceleration. To amend the terms of any Award theretofore granted, prospectively or retroactively, to the extent such amendment is consistent with the terms of the Plan, including to accelerate the date on which any Award becomes exercisable or vested and to accelerate the lapse of restrictions on any Award; provided that no such amendment shall impair the rights of any Recipient without his, her or its consent except to the extent authorized under the Plan;

(e)    Substitution. To substitute new Awards for previously granted Awards; provided, however, that substituting new Awards for previously granted Options having higher exercise prices shall not be permitted without prior shareholder approval;

(f)    Determination. To make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and

(g)    Rules. To adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Agreements relating thereto); and to otherwise supervise the administration of the Plan.

2.3    Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate the authority to exercise the powers specified in Section 2.2(a), (b) and (c) above to the Vice President of Human Resources or any Executive Officer of the Company; provided, however, that such authority shall not be exercised by anyone other than the Committee with respect to persons who are either the chief executive officer, chief financial officer, or any other Executive Officer of the Company or with respect to any Director of the Company.

2.4    Decisions Binding; Limitation on Liability; Indemnification. All decisions made by the Committee (or its delegate to the extent provided in Section 2.3) pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and Recipients. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan. To the full extent permitted by law, each member and former member of the Board and the Committee and each person to whom the Board or the Committee delegates or has delegated authority under this Plan shall be indemnified by the Company against and from any loss, liability, judgment, damages, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act, interpretation or determination made in good faith under or with respect to this Plan.

SECTION 3.     Stock Subject to Plan

3.1    Shares Reserved for Issuance. The total number of shares of Stock reserved and available for distribution under the Plan shall be three million five hundred thousand (3,500,000) shares of Stock of the Company, which may be used for any Option or any type of other Award granted under the Plan. Such shares shall consist of authorized and unissued shares of Stock of the Company. Shares of Stock subject to Awards shall be counted against the number of shares in the first sentence of this Section 3.1 as one share of Stock for every one share of Stock subject to such Award.

3.2    Share Counting. If any shares of Stock become available as a result of canceled, unexercised, lapsed or terminated Awards under this Plan or by reason of the purchase by or forfeiture of an Award to the Company, such shares of Stock again shall be available for distribution in connection with future Awards under the Plan. Upon a Stock‑for‑Stock exercise of an Award, the following shares of Stock shall not become available for future distribution under the Plan: shares of Stock withheld for the payment of the exercise price of an Award, shares of Stock withheld for the payment of taxes on an Award, or shares of Stock withheld in any similar transaction.

3.3    Adjustments. Upon any change in the outstanding shares of Stock after the Effective Date by reason of any stock dividend, stock split, reverse stock split, reclassification, combination, exchange of shares or other similar recapitalization of the Company, there shall be an appropriate adjustment to (a) the number or kind of shares of Stock or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (b) the exercise price of any Option or other Award, and/or (c) any other affected terms of such Awards. Notwithstanding the foregoing, no fractional shares shall be issued or paid for. However, no adjustment shall be made under this Section 3.3 upon the issuance by the Company of any warrants, rights or options to acquire

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additional Stock or of securities convertible into Stock unless such warrants, rights, options or convertible securities are issued to all shareholders of the Company on a proportionate basis.

3.4    Effect of Award. The grant of an Award pursuant to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate or transfer all or any part of its business or assets.

3.5    Application of Code Section 409A. If and to the extent that any provision of an Award is required to comply with Section 409A of the Code, such provision shall be administered and interpreted in a manner consistent with the requirements of Section 409A. If and solely to the extent that any such provision of an Award as currently written would conflict with Section 409A of the Code, the Committee shall have the authority, without the consent of the Recipient, to administer such provision and to amend the Award with respect to such provision to the extent the Committee deems necessary for the purposes of avoiding any portion of amounts owed to the Recipient being retroactively included in the taxable income of the Recipient for any prior taxable year.

SECTION 4.    Eligibility

Officers, other Employees of the Company and its Subsidiaries, members of the Board, and Consultants who are responsible for or contribute to the management, growth and/or profitability of the business of the Company and its Subsidiaries, as determined by the Committee, are eligible to be granted Awards under the Plan. Recipients under the Plan shall be selected from time to time by the Committee, in its sole discretion or as otherwise provided in Section 2.3 of the Plan, from among those eligible.
SECTION 5.    Option Awards

5.1    Option Types. Each Option shall be evidenced by a written Agreement, in such form as the Committee may approve from time to time, which Agreement shall be subject to the provisions of this Plan and to such other terms and conditions as the Committee may deem appropriate. The Options granted under the Plan may be either Incentive Options or Non‑Qualified Options. No Incentive Option may be issued more than ten (10) years after the date the Plan is approved by the shareholders of the Company.

5.2    Non‑Qualified Options. To the extent that any Option or portion of an Option does not qualify as an Incentive Option, it shall constitute a separate Non‑Qualified Option.

5.3    Incentive Options; Interpretation. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to an Incentive Option shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify either the Plan or any Incentive Option under Section 422 of the Code. The preceding sentence shall not preclude any modification or amendment to an outstanding Incentive Option, whether or not such modification or amendment results in disqualification of such Option as an Incentive Option, to the extent that the Committee determines that such modification or amendment is necessary or appropriate.

5.4    Terms and Conditions. Options granted under the Plan shall be subject to the following terms and conditions, as applicable, and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a)    Annual Limit on Incentive Options. The aggregate Fair Market Value (determined as of the time the Option is granted) of the Stock with respect to which an Incentive Option under this Plan or any other plan of the Company and any Subsidiary or Parent Corporation is exercisable for the first time by a person during any calendar year shall not exceed $100,000. To the extent any Option is exercisable in excess of the foregoing limit in any calendar year, such portion of the Option that is in excess of $100,000 shall be a Non‑Qualified Stock Option.

(b)    Option Exercise Price. Subject to the last two sentences of this Section 5.4(b), the exercise price per share of Stock purchasable under an Option shall be determined by the Committee at the time of grant and, if the Committee does not fix the exercise price of the Option, the exercise price shall be 100% of the Fair Market Value of the Stock on the date of grant. However, the exercise price of an Option shall not be less than 100% of the Fair Market Value of the Stock on the date of grant of such Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of capital stock of the Company or any Parent Corporation or Subsidiary and an Incentive Option is granted to such Employee, the Incentive Option exercise price shall be no less than 110% of the Fair Market Value of the Stock on the date of grant of such Incentive Option.

(c)    Option Term. Subject to the last two sentences of this Section 5.4(c), the Committee shall fix the term of each Option and, if the Committee does not fix the term of an Option, the term shall be ten (10) years from the date the Option is granted, subject to earlier termination as otherwise provided herein. However, no Option shall be exercisable more than ten

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(10) years after the date of grant of such Option. If an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of capital stock of the Company or any Parent Corporation or Subsidiary and an Incentive Option is granted to such Employee, the term of such Incentive Option shall be no more than five (5) years from the date of grant of such Incentive Option.

(d)    Exercisability. An Option shall be exercisable in accordance with such terms and conditions and during such periods as determined by the Committee at or after grant, subject to the restrictions stated in Section 5.4(a) above. The Committee may also grant Options that become exercisable upon the attainment of specified performance goals over a specified performance period. If the Committee does not determine the time at which an Option shall be exercisable, such Option shall be exercisable in equal installments of up to 20% of the shares of Stock subject to the Option on and after the first anniversary of the date of grant of the Option and up to an additional 20% of the shares of Stock subject to the Option on and after the second, third, fourth and fifth anniversary dates of the date of grant of the Option, subject to earlier termination as otherwise provided herein. Notwithstanding anything in the Plan to the contrary, no Option shall be exercisable after the expiration of its term.

(e)    Method of Exercise. An Option may be exercised, in whole or in part, at any time during the Option term, by giving written notice of exercise to the Company, specifying the number of shares of Stock to be purchased. Such notice shall be accompanied by payment in full of the exercise price, either by certified or bank check, or by any other form of legal consideration deemed sufficient by the Committee and consistent with the Plan’s purpose and applicable law, including to the extent permitted by applicable law, delivery of irrevocable instructions to a broker acceptable to the Company to promptly deliver to the Company the amount of sale or loan proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. As determined by the Committee at the time of grant or exercise, in its sole discretion, payment in full or in part may also be made by tendering, by either actual delivery of Stock or attestation, Stock already owned by the Recipient for a period of time greater than six (6) months (or such other period established from time to time by the Committee in order to avoid adverse accounting treatment under generally accepted accounting principles) and that is valued at Fair Market Value as of such time; provided, however, that in the case of an Incentive Option, the right to make a payment in the form of already owned shares of Stock may be authorized only at the time the Incentive Option is granted. No Stock shall be issued upon exercise of an Option until full payment therefor has been made. A Recipient shall generally have the rights to dividends and other rights of a shareholder with respect to Stock subject to the Option after the Recipient has given written notice of exercise, has paid in full for such Stock, and, if requested, has given the representation described in Section 11.1 of the Plan.

(f)    Transferability of Options.

(i)No Incentive Option shall be transferable by the Recipient otherwise than by will or by the laws of descent and distribution, and an Incentive Option shall be exercisable during a Recipient’s lifetime only by such Recipient.

(ii)The Committee may, in its discretion, authorize all or a portion of any Nonqualified Option to be granted to a Recipient to be on terms which permit transfer by such Recipient to: (A) the spouse, children or grandchildren of the Recipient (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) a partnership or partnerships in which such Immediate Family Members are the only partners, provided that: (1) there is no consideration for any such transfer, (2) the Option pursuant to which such Stock is granted has been approved by the Committee and expressly provides for transfer in a manner consistent with this Section 5.4(f)(ii), and (3) subsequent transfers of a transferred Option shall be prohibited. Following transfer, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately before the transfer, provided that the term “Recipient” herein shall in such event be deemed to refer to the transferee, except that the events of termination of employment and service and the provisions of Sections 5.4(g) and (h) of this Plan shall continue to be applied with respect to the original Recipient, following which the Option shall be exercisable by the transferee only to the extent, and for the periods, specified in such Sections.

(iii)Non‑Qualified Options may be transferred to the spouse or former spouse of the Recipient to the extent provided in a domestic relations order issued in accordance with applicable state law.

(g)    Termination by Death or Disability. Unless the Option Agreement provides otherwise or the Committee determines otherwise, if a Recipient’s employment by or service to the Company or any Subsidiary or Parent Corporation terminates by reason of the Recipient’s death or Disability, the Option may thereafter be exercised, to the extent it was exercisable at the time of death or Disability (or on such accelerated basis as the Committee shall determine at or after grant), by the Recipient or the legal representative of the estate or by the legatee of the Recipient under the will of the Recipient, but it may not be exercised after one year from the date of such Disability or death or the expiration of the stated term of the Option, whichever period is shorter. In the event of termination of employment or service by reason of the Recipient’s death or Disability, if an

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Incentive Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, the Option will thereafter be treated as a Non‑Qualified Option. All Options or portions thereof that are not vested at the time of termination shall automatically terminate at such time.

(h)    Other Termination. Unless the Option Agreement provides otherwise or the Committee determines otherwise, if a Recipient’s employment by or service to the Company or any Subsidiary or Parent Corporation terminates for any reason other than the Recipient’s death or Disability, the Option may thereafter be exercised by the Recipient to the extent it was exercisable at the time of such termination for three months from the date of such termination or the expiration of the stated term of the Option, whichever period is shorter, and the portions of all Options that are not vested at the time of termination shall automatically terminate at such time.

(i)    Option Cancellation or Repurchase. Notwithstanding any other provisions of the Plan or any Agreement evidencing any outstanding Option, the Company shall not be permitted to cancel any outstanding Options in exchange for the issuanc