Carla Gatzke
About Carla Gatzke
Carla S. Gatzke is Vice President of Human Resources and Corporate Secretary at Daktronics; age 64; executive officer since 2006. She holds an MBA from Drake University and a B.S. in Electrical Engineering with minors in Mathematics and Computer Science from South Dakota State University . Her responsibilities include HR leadership and selected companywide initiatives tied to the ongoing business transformation; she has served as Corporate Secretary since 1994 . Company pay-versus-performance shows TSR of $35.20 for FY2025 on a $100 base (vs $93.14 in FY2024 and $43.58 in FY2023), net income of $(10,121)k and operating income of $33,118k in FY2025; executive incentive design is linked primarily to operating margin, with FY2025 bonus attainment at 19% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Daktronics | Systems Engineering (sales & PM for legislative voting systems) | 1984–1988 | Early technical/commercial role bridging engineering and sales |
| Drake University | Leave to attend and teach | 1988–1990 | Academic development period |
| Daktronics | Manager, Star Circuits division (printed circuit boards) | 1990–1992 | Led PCB manufacturing unit |
| Daktronics | Human Resources leader | 1992–1996 | Built HR function; later added IT responsibilities |
| Daktronics | HR + Information Technology | 1996–2006 | Oversaw HR and IT until organizational separation |
| Daktronics | Vice President of Human Resources | 2006–present | Executive HR leadership; selected companywide initiatives/business transformation |
| Daktronics | Corporate Secretary | 1994–present | Corporate governance duties; executed bylaws certification in 2025 |
Fixed Compensation
| Metric | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 |
|---|---|---|---|
| Base Salary ($) | $244,292 | $252,738 | $273,715 |
| Non-Equity Incentive ($) | $3,113 | $116,972 | $23,940 |
| Stock Awards – RSUs (Grant-Date Fair Value, $) | $7,550 | $12,116 | $193,472 (includes $180,000 retention RSU) |
| Option Awards (Grant-Date Fair Value, $) | $16,313 | $12,116 | $13,460 |
| All Other Compensation ($) | $7,329 | $7,862 | $10,350 |
| Total ($) | $278,597 | $401,804 | $514,937 |
| Annual Bonus Target % of Salary | Fiscal 2025 | Fiscal 2026 |
|---|---|---|
| Target % | 50% of base salary | 45% of base salary |
| FY Attainment/Payout | 19% attainment; payout $23,940 | Range 25%–150% of target; payouts depend on metrics |
Performance Compensation
| Annual Incentive – FY2025 | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Operating Margin (company-wide) | Not specified; single metric | Target defined via formula based on min/max OM | Attainment 19% | $23,940 | Cash payout based on FY results |
| Plan Design Notes | Bonus formula: [Base Salary] × [Target %] × function of Operating Margin between min/max; Clawback Policy applies |
| Annual Incentive – FY2026 | Weighting | Measure Definition | Target |
|---|---|---|---|
| Revenue | 30% | Company revenue for FY2026 | Individual targets per standard plan |
| Operating Margin | 50% | Company operating margin for FY2026 | |
| Individual Performance Objectives | 20% | Strategic/operational/non-financial KPIs set per NEO | Carla S. Gatzke target set at 45% of base salary |
| Payout Curve | Threshold 25% of target; max 150%; linear interpolation |
Equity Incentives – Grants & Vesting
| Grant Type | Grant Date | Quantity | Exercise Price | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | 09/09/2024 | 1,135 | N/A | $25,000 | 20% on each anniversary; first tranche 09/09/2025 |
| Stock Options | 09/09/2024 | 2,090 | $11.87 | Included in FY2025 options ($13,460 total) | 20% on each anniversary; 10-year term |
| RSUs (Retention) | 03/05/2025 | 12,561 | N/A | $180,000 | 20% on each anniversary; first tranche 03/05/2026 |
| Equity Vesting/Realization – FY2025 | Shares | $ Value |
|---|---|---|
| RSUs Vested | 2,246 | $35,577 |
| Options Exercised | — | — |
Equity Ownership & Alignment
| Ownership Metric (as of 07/16/2025) | Value |
|---|---|
| Beneficial Ownership – Shares | 932,494 |
| Ownership % of Outstanding | 1.9% (out of 49,120,799 shares) |
| Unvested RSUs – Count | 17,680 |
| Unvested RSUs – Market Value ($12.56/share on 04/25/2025) | $222,061 |
| Hedging/Short Sales | Prohibited for directors/officers under Trading Policy; no puts/calls/short sales allowed |
| Outstanding Equity Awards (FY2025 year-end) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (09/03/2015) | 6,870 | — | $8.51 | 09/03/2025 |
| Options (09/01/2016) | 6,870 | — | $9.57 | 09/01/2026 |
| Options (08/31/2017) | 6,870 | — | $9.63 | 08/31/2027 |
| Options (09/06/2018) | 6,250 | — | $7.83 | 09/06/2028 |
| Options (09/05/2019) | 6,250 | — | $7.47 | 09/05/2029 |
| Options (09/30/2020) | 10,000 | 2,500 | $4.11 | 09/03/2030 |
| Options (09/02/2021) | 3,750 | 2,500 | $5.66 | 09/02/2031 |
| Options (09/08/2022) | 4,500 | 6,750 | $3.02 | 09/08/2032 |
| Options (09/11/2023) | 457 | 1,829 | $9.85 | 09/11/2033 |
| Options (09/09/2024) | — | 2,090 | $11.87 | 09/09/2034 |
Note: All options vest 20% annually over five years; RSUs vest 20% annually over five years .
Employment Terms
- Employment status: at-will; no employment agreement (general policy applies to NEOs other than specified exceptions) .
- Change-in-control termination (within 12 months post-CIC; termination without cause or for Good Reason): immediate vesting and lapse of restrictions on outstanding awards; options become fully exercisable (double-trigger acceleration) .
- Post-termination illustrative amounts (as of 04/26/2025; using $12.56/share for equity valuation) :
| Scenario | Option Acceleration ($) | RSU Acceleration ($) | Vacation Pay ($) | Severance ($) | COBRA Premiums ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change in Control Termination | $32,305 | $52,145 | $51,923 | $300,000 | $22,307 | $458,679 |
| Termination Without Cause/Good Reason | $32,305 | $52,145 | $51,923 | $300,000 | $22,307 | $458,679 |
| For Cause | — | — | $51,923 | — | — | $51,923 |
| Death | — | — | $51,923 | — | — | $51,923 |
| Retirement | — | — | $51,923 | — | — | $51,923 |
- Clawback policy: Company follows clawback rules for recovery of incentive compensation and profits realized from securities sales in cases of misconduct .
Additional Performance & Governance Indicators
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| TSR – Value of $100 Investment | $43.58 | $93.14 | $35.20 |
| Net Income ($000s) | $6,802 | $34,621 | $(10,121) |
| Operating Income ($000s) | $21,288 | $87,115 | $33,118 |
- FY2025 operating margin was 4.4% vs 10.6% in FY2024; orders increased 5.6% to $781.3 million; ROA −2.0%; ROE −4.2% .
- Section 16(a) compliance: Carla S. Gatzke filed three late reports covering six transactions since beginning of FY2025 (Company review) .
- Trading policy: hedging, short sales, puts/calls prohibited for covered persons (officers/directors) .
Investment Implications
- Alignment: Large personal stake (932,494 shares; 1.9%) and ongoing annual RSU/option vesting align interests; hedging is prohibited, supporting alignment with shareholders .
- Incentive design: FY2025 payout tied solely to operating margin (19% attainment; $23,940 payout), shifting in FY2026 to a balanced scorecard (revenue 30%, OM 50%, individual 20%)—a positive move to diversify performance levers .
- Retention risk: FY2025 retention RSU grant of $180,000 (12,561 RSUs) suggests proactive retention; RSU/option five-year, 20% annual vesting promotes multi-year continuity .
- Change-in-control economics: Double-trigger acceleration plus $300,000 severance and benefits creates moderate CIC protection; potential for accelerated share release in a transaction could add near-term sellable supply .
- Governance flags: Section 16 late filings indicate process/timeliness risk; monitor future filings and potential insider transactions for selling pressure, though no option exercises were reported for FY2025 and RSU vesting was modest (2,246 shares; $35,577) .
- Performance backdrop: FY2025 TSR and margins decelerated versus FY2024; incentive structure’s increased focus on OM and revenue in FY2026 offers line-of-sight to financial turnaround objectives .