Andrew Siegel
About Andrew D. Siegel
Andrew D. Siegel (59) is an independent director of Daktronics, appointed in September 2022; he served as Lead Independent Director starting October 17, 2023 and was elected independent Chair of the Board on March 5, 2025. He brings strategy, corporate development, legal, and finance expertise from senior roles at Advance Publications/Advance Venture Partners, Yahoo, GE/GE Capital, InVision, and as co‑founder/executive chairman of FourQ (sold to BlackLine in January 2022). He manages Prairieland Holdco, LLC (PLH), whose sole member is TLI Bedrock, LLC, where he is CIO. Education: BA, Syracuse University (Newhouse); D.H.L and M.A., Jewish Theological Seminary; JD, NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prairieland Holdco, LLC / TLI Bedrock, LLC | Manager; Chief Investment Officer | Current | Leads multi‑strategy investment firm; PLH is the nominating group under 2022 Cooperation Agreement . |
| FourQ Systems, Inc. | Co‑Founder; Executive Chairman | 2019–Jan 2022 (sold to BlackLine) | Founded enterprise fintech; sale to BL in Jan 2022 . |
| Advance Publications / Advance Venture Partners | EVP Strategy & Corp Dev; Founding Partner (AVP) | 2010–2019 | Growth initiatives at holding company/Condé Nast; oversaw Sports Business Journal/SBD to Dec 2019 . |
| Yahoo! Inc. | Head, Corporate Development | Sep 2009–Dec 2010 | Led M&A/corporate development . |
| General Electric / GE Capital | Executive | 2004–2009 | Joined after GE acquired InVision in Dec 2004 . |
| InVision Technologies (NASDAQ: INVN) | Executive Officer | 2001–Dec 2004 | Executive officer pre‑acquisition by GE . |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate Lawyer | Early career | Corporate law training . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Park Avenue Synagogue | Board member | Not disclosed | Non‑profit governance role . |
| Ashley Hope Foundation | Board member | Not disclosed | Non‑profit governance role . |
| Several private companies | Director | Not disclosed | Private company boards; no current public company directorships disclosed in proxy . |
Board Governance
- Current roles and independence: Chair of the Board (independent) since March 5, 2025; Lead Independent Director from October 17, 2023 until Chair election; Nasdaq independence affirmed by Nominating Committee (board majority independent). Daktronics separates Chair/CEO roles; Lead Independent Director position was eliminated in March 2025 upon Siegel’s appointment as independent Chair .
- Committee assignments: Member, Compensation Committee and Nominating Committee since September 2022 .
- Attendance and engagement: In fiscal 2025, Board held 8 regular and 15 special meetings; Compensation Committee met 20 times; all incumbent directors attended at least 75% of Board/committee meetings and the Sept 2024 annual meeting. In fiscal 2024, all directors also met the 75% threshold and attended the Sept 2023 annual meeting; independent directors held six executive sessions in fiscal 2024 and four in fiscal 2025 .
- Governance process: Board conducts periodic self‑evaluations via the Nominating Committee; risk oversight enhanced with a Strategy & Risk Committee (created March 7, 2024) and a Temporary Special Committee (Aug 29, 2024–Jun 4, 2025) for business transformation oversight .
Committee and Leadership Roles
| Role | Capacity | Since/Through |
|---|---|---|
| Compensation Committee | Member | Sept 2022–present . |
| Nominating (and Governance) Committee | Member | Sept 2022–present . |
| Lead Independent Director | Lead Independent Director | Oct 17, 2023–Mar 5, 2025 . |
| Chair of the Board | Independent Chair | Mar 5, 2025–present . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 63,344 | 63,100 |
| Stock Awards ($) | 62,250 (6,319 RS; grant 9/11/2023, GDFV $9.85) | 85,000 (7,160 RS; grant 9/9/2024, GDFV $11.87) |
| Total Director Compensation ($) | 125,594 | 148,100 |
Director retainer structure:
- FY2024: Annual cash retainer $53,750; committee chair/member retainers (Audit $7,250/$4,675; Compensation $7,250/$4,675; Nominating $7,250/$4,675); Lead Independent Director $15,000; no meeting fees .
- FY2025: Annual cash retainer $53,750; committee chair/member retainers (Audit $7,250/$4,675; Compensation $7,250/$4,675; Nominating & Governance $7,250/$4,675; Strategy & Risk $7,250/$4,675); Temporary Special Committee Chair $350,000 and Member $6,500; Lead Independent Director $15,000. All director service fees are captured in the director compensation table .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value/Share | Vesting Terms | Vest Date |
|---|---|---|---|---|---|
| Restricted Stock (time‑based) | Sep 11, 2023 | 6,319 | $9.85 | Vest if still a Director on vesting date | Aug 23, 2024 |
| Restricted Stock (time‑based) | Sep 9, 2024 | 7,160 | $11.87 | Vest if still a Director on vesting date | Aug 23, 2025 |
- No performance‑conditioned metrics (e.g., TSR, revenue, EBITDA) are disclosed for director equity; vesting is service‑based only .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | Public | None disclosed in proxy | No current public company directorships disclosed for Siegel . |
| Park Avenue Synagogue | Non‑profit | Director/Trustee | Philanthropic; no business with Daktronics disclosed . |
| Ashley Hope Foundation | Non‑profit | Director/Trustee | Philanthropic; no business with Daktronics disclosed . |
| Several private companies | Private | Director | Private boards; no related‑party transactions disclosed . |
Expertise & Qualifications
- Strategy, M&A/corporate development, legal, and finance expertise from senior roles at Advance Publications/AVP, Yahoo, GE/GE Capital, InVision; founder/operator experience via FourQ sale to BlackLine .
- Governance leadership: served as Lead Independent Director and subsequently independent Chair, reflecting board’s separation of Chair/CEO roles .
- Legal training (JD, NYU) and media/technology exposure (Advance, Yahoo) broaden board perspective .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes/Breakdown |
|---|---|---|---|
| Andrew D. Siegel | 1,301,659 shares | 2.8% | Includes 6,319 restricted shares vesting Aug 23, 2024 and 1,265,392 shares owned by Prairieland Holdco, LLC; Mr. Siegel is the sole member/president of Prairieland MM, LLC, manager of PLH. Denominator: 46,342,072 shares outstanding as of July 8, 2024 . |
Ownership guidelines and compliance:
- FY2024: Director guideline = 5,000 shares; all directors were in compliance as of July 8, 2024 .
- FY2025: Director guideline increased to 20,000 shares; all directors compliant as of July 16, 2025 except Peter Feigin (within five‑year compliance period) .
Trading policies:
- Hedging, short sales, and trading in puts/calls are prohibited for directors and covered persons under the Company’s Trading Policy .
Governance Assessment
Strengths
- Independent leadership: Siegel appointed independent Chair in March 2025; Chair/CEO roles are separated, enhancing oversight during leadership transition .
- Engagement: Compensation Committee met 20 times in FY2025; Board convened frequently (8 regular, 15 special), with all directors meeting attendance thresholds and attending the 2024 annual meeting .
- Alignment: Material personal/affiliated ownership through PLH (1.27M shares), compliance with elevated 20,000‑share ownership guideline, and use of time‑based equity reinforce alignment with shareholders .
- Independence affirmed: Nominating Committee deems Siegel independent under Nasdaq rules; policy prohibits hedging/short sales .
Watch items and RED FLAGS
- Activist/cooperation history: Siegel joined the board pursuant to the 2022 Cooperation Agreement with PLH (Prairieland Group), which includes standstill and voting commitments through the earlier of September 30, 2025 and the 2025 annual meeting. This history is material context for board dynamics and potential perceptions of influence by a significant shareholder affiliate .
- Affiliated ownership concentration: Beneficial ownership includes 1,265,392 shares held by PLH which Siegel manages—strong alignment but also a potential perceived conflict if matters affect Prairieland differently from minority shareholders (no related‑party transactions involving Siegel disclosed since April 28, 2024) .
- Committee fee structure: FY2025 introduced a Temporary Special Committee with atypically large chair retainer ($350,000). While Siegel’s disclosed cash director fees ($63,100) do not reflect that premium, investors should monitor any future use of special committee fees for potential compensation creep or conflicts in assignment .
Related‑party and pledging review
- No Siegel‑specific related‑party transactions disclosed since April 28, 2024; transactions disclosed involved Alta Fox’s 2023 convertible note (resolved in FY2025), the Milwaukee Bucks (Peter Feigin), and Dakota State University (Dr. Griffiths) .
- No pledging of Daktronics shares by Siegel disclosed; the Trading Policy bans hedging/short sales (pledging not referenced) .
Attendance and shareholder engagement
- All directors attended at least 75% of Board/committee meetings in FY2025 and FY2024; independent directors held executive sessions (four in FY2025; six in FY2024); all directors attended the annual shareholder meetings in 2024 and 2023 .
Director compensation structure changes
- Equity grant value increased from $62,250 (FY2024) to $85,000 (FY2025); RSUs vest on service and align with the increased 20,000‑share ownership guideline adopted in FY2025 .