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Daktronics (NASDAQ: DAKT) details 2027 executive bonus and stock plan

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Daktronics, Inc. approved a fiscal 2027 executive compensation program covering its President and Chief Executive Officer and three other named executive officers. The plan provides annual cash incentives tied 60% to operating income and 40% to revenue, with payouts from 50% to 150% of target plus a modifier that can adjust results by up to 20% based on individual performance.

Target annual bonuses equal 100% of base salary for CEO Ramesh Jayaraman, 55% for Sheila M. Anderson and Matthew J. Kurtenbach, and 50% for Brett D. Wendler. Long‑term incentives equal 200% of salary for the CEO and 60% for the others, delivered 65% in time‑based RSUs vesting over four years and 35% in PSUs tied to cumulative 2027‑2029 operating income and revenue. PSU payouts range from 25% to 150% of target and cliff vest after three years, subject to continued employment and certification of results.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Annual incentive weighting – operating income 60% Weight of operating income in fiscal 2027 annual cash incentive formula
Annual incentive weighting – revenue 40% Weight of revenue in fiscal 2027 annual cash incentive formula
Annual incentive payout range 50%–150% of target Range of payouts for fiscal 2027 annual incentive based on performance
Individual performance modifier 20% Annual incentive may be increased or decreased by up to 20% for individual goals
CEO annual bonus target 100% of base salary Target 2027 annual cash incentive for CEO Ramesh Jayaraman
CEO long-term incentive target 200% of base salary Target 2027 long-term incentive value for the CEO
RSU / PSU mix in long-term awards 65% RSUs / 35% PSUs Allocation of 2027 long-term incentive between time-based and performance units
PSU payout range 25%–150% of target Range of shares earned under 2027–2029 PSU awards based on performance
restricted stock units financial
"65% of the target award amount will be granted in the form of time-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"35% of the target award amount will be granted in the form of performance stock units"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
linear interpolation financial
"For performance results between threshold and target levels ... payouts will be determined by linear interpolation"
cliff vest financial
"Earned PSUs cliff vest (if at all) three years following the date of the grant"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
cumulative operating income financial
"PSU Performance Goals related to the Company’s cumulative operating income for fiscal 2027-2029"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Daktronics (DAKT) approve on July 14, 2026 for its executives?

Daktronics’ board approved a fiscal 2027 executive compensation program for its CEO and three other named executives, including an annual cash bonus plan and a long‑term equity incentive mix of RSUs and PSUs tied to operating income and revenue performance.

How is the 2027 annual incentive structured for Daktronics (DAKT) executives?

The 2027 annual incentive is a cash bonus based 60% on operating income and 40% on revenue. Payouts range from 50% to 150% of target, with a further ±20% modifier based on individual performance goals for each covered executive.

What are CEO Ramesh Jayaraman’s 2027 incentive targets at Daktronics (DAKT)?

CEO Ramesh Jayaraman has a 100% of base salary target annual bonus and a 200% of base salary long‑term incentive target. His long‑term awards are split 65% into time‑based RSUs and 35% into PSUs tied to multi‑year operating income and revenue goals.

How do the 2027 PSUs vest for Daktronics (DAKT) executives?

2027 performance stock units are earned on cumulative 2027‑2029 operating income and revenue, with payouts from 25% to 150% of target. Any earned PSUs cliff vest after three years, subject to continued employment and certification of performance by the Compensation Committee.

Which Daktronics (DAKT) officers are excluded from the 2027 Compensation Program?

The 2027 Compensation Program does not apply to Acting Chief Financial Officer Howard I. Atkins or Executive Vice President Bradley T. Wiemann. Their pay continues to follow separate compensation arrangements previously filed with the Securities and Exchange Commission.

What are the long-term incentive targets for Daktronics (DAKT) non-CEO executives in 2027?

For Sheila M. Anderson, Matthew J. Kurtenbach, and Brett D. Wendler, 2027 long‑term incentives target 60% of base salary. Awards are delivered 65% as time‑based RSUs and 35% as PSUs, with PSUs earned on cumulative 2027‑2029 operating income and revenue performance.
FALSE000091577900009157792026-07-142026-07-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2026
dakt20210111_8kimg001.jpg
Daktronics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38747
46-0306862
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
201 Daktronics Drive
Brookings, SD 57006
(Address of principal executive offices, and Zip Code)
(605) 692-0200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.00001 Par Value
DAKT
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2026, the Board of Directors (the “Board”) of Daktronics, Inc., a Delaware corporation (the “Company”) approved an executive compensation program for fiscal 2027 (the “2027 Compensation Program”). The 2027 Compensation Program applies to all of the “Covered NEOs” (as defined below). It does not apply to the Company’s Acting Chief Financial Officer, Howard I. Atkins or Bradley T. Wiemann, Executive Vice President, whose compensation is set forth in their respective compensation arrangements previously filed with the Securities and Exchange Commission.

2027 Annual Incentive

Under the 2027 Compensation Program, the Covered NEOs will be eligible to earn annual cash incentive awards (the “2027 Annual Incentive”) based on two performance measures: (i) the Company’s operating income for fiscal 2027 (weighted at 60%) and (ii) the Company’s revenue for fiscal 2027 (weighted at 40%).

2027 Annual Incentive payouts to the Covered NEOs will be made in cash and range from 50% of target (threshold performance) to 150% of target (maximum performance). No 2027 Annual Incentive payout will be made for a given performance goal if the attainment for such goal falls below the threshold level. For performance results between threshold and target levels, and between target and maximum levels, the 2027 Annual Incentive payouts will be determined by linear interpolation.

The 2027 Annual Incentive payouts are also subject to a modifier, which may increase or decrease the payout by up to 20% based on individual performance goals specific to each Covered NEO.

The 2027 Annual Incentive bonus targets for each of the following named executive officers of the Company (the “Covered NEOs”), expressed as a percentage of base salary, are as follows:

Name
Title
Target Percentage
Ramesh Jayaraman
President and Chief Executive Officer
100%
Sheila M. Anderson
Chief Data and Analytics Officer
55%
Matthew J. Kurtenbach
Vice President of Manufacturing
55%
Brett D. Wendler
Vice President of Design and Development
50%

2027 Long-Term Incentive

Under the 2027 Compensation Program, the Covered NEOs received long-term incentive awards (the “2027 Long-Term Incentive”) with aggregate target award amounts, expressed as a percentage of base salary, as follows:

Name
Title
Target Percentage
Ramesh Jayaraman
President and Chief Executive Officer
200%
Sheila M. Anderson
Chief Data and Analytics Officer
60%
Matthew J. Kurtenbach
Vice President of Manufacturing
60%
Brett D. Wendler
Vice President of Design and Development
60%

Under the 2027 Long-Term Incentive, 65% of the target award amount will be granted in the form of time-based restricted stock units (“RSUs”) and 35% of the target award amount will be granted in the form of performance stock units (“PSUs”).

RSUs awarded under the 2027 Long-Term Incentive vest pro-rata over a four-year period beginning on the date set forth in the applicable award notice, so long as the recipient remains continuously employed by the Company or a subsidiary of the Company through each such vesting date.

PSUs awarded under the 2027 Long-Term Incentive are earned based on the attainment of certain performance goals (the “PSU Performance Goals”) related to the Company’s (i) cumulative operating income for fiscal 2027-2029 (weighted at 60%) and (ii) cumulative revenue for fiscal 2027-2029 (weighted at 40%). The portion of the awards granted in PSUs have a threshold payout of 25% of the target and a maximum payout of 150% of the target. No PSUs will be earned for a given



PSU Performance Goal if the attainment for such goal falls below the threshold level. For performance results between threshold and target levels, and between target and maximum levels, the number of PSUs earned will be determined by linear interpolation. Earned PSUs cliff vest (if at all) three years following the date of the grant (or other date determined by the Board) upon (i) the Covered NEO’s satisfaction of continued employment or service requirements and (ii) the certification of the level of achievement of the PSU Performance Goals by the Compensation Committee of the Board.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DAKTRONICS, INC.
(registrant)
By: /s/ Howard I. Atkins
Howard I. Atkins
Acting Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: July 17, 2026

Filing Exhibits & Attachments

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