Howard Atkins
Acting Chief Financial Officer and Chief Transformation Officer at DAKTRONICS INC /SD/
Executive
Board
About Howard Atkins
Howard I. Atkins (age 74) serves as Acting Chief Financial Officer and Chief Transformation Officer of Daktronics since March 5, 2025; he has been a Director since 2022 and was designated principal accounting officer on July 28, 2025 . Prior roles include CFO of Wells Fargo (led through the 2008 crisis and oversaw the Wachovia acquisition), CFO of New York Life, CFO of Midlantic Bank, and Corporate Treasurer of Chase Manhattan, with multiple prior public company directorships (Occidental Petroleum, Ingram Micro, Express Scripts) . He served on the Audit, Compensation, Strategy & Risk, and a Temporary Special Committee (Chair) until March–June 2025, and was deemed independent while serving on those committees; independence changed upon his transition to management on March 5, 2025 . Company-level incentive metrics emphasize operating margin, profit growth, and revenue growth (60% profit growth, 40% revenue growth for FY26 PSUs, though Atkins is excluded from that program) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wells Fargo & Company | Chief Financial Officer | Not disclosed | Helped lead bank through 2008 financial crisis; oversaw Wachovia acquisition creating coast-to-coast franchise |
| New York Life Insurance Company | Chief Financial Officer | Not disclosed | Drove international expansion via non-U.S. insurance acquisitions |
| Midlantic Bank | Chief Financial Officer | Not disclosed | Completed top-to-bottom financial restructuring |
| Chase Manhattan Bank | Corporate Treasurer | Not disclosed | Oversaw markets businesses in US, Europe, and Asia |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Occidental Petroleum | Director | Not disclosed | Governance experience at large energy and carbon sequestration company |
| Ingram Micro | Director | Not disclosed | Governance experience at world’s largest technology distributor |
| Express Scripts | Director | Not disclosed | Governance experience at largest U.S. pharmacy benefits manager |
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Base salary (as Acting CFO/CTO) | $75,000 per month | Effective March 5, 2025 | Per Atkins Offer Letter |
| Signing bonus | $225,000 (lump-sum) | March 2025 | Per Atkins Offer Letter |
| Director cash fees | $492,775 | FY 2025 | Includes $53,750 Director retainer, $89,025 committee member fees, and $350,000 one-time retainer as Chair of Temporary Special Committee |
| Director equity grant | $85,000 | Sept 9, 2024 | 7,160 restricted shares at $11.87 per share; vest on Aug 23, 2025 if still a Director |
| Summary Compensation (NEO total) | $984,687 | FY 2025 | Salary $96,923; Bonus $225,000; Stock awards $84,989; All other (Director comp) $577,775; No options or annual incentive |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Trigger | Eligibility |
|---|---|---|---|---|---|---|
| Annual Incentive (cash) | Operating margin-based plan | N/A | N/A | Not eligible | N/A | Atkins not eligible for Annual Incentive |
| CFO RSU Grant | Service condition (appointment of new CFO/CTO) | N/A | N/A | N/A | Full vest on date Board appoints new CFO/CTO, contingent on continuous employment; grant-date FV ≈ $150,000; shares determined by $150,000 ÷ $14.33 (close 3/4/2025) | |
| FY26 Performance Stock Units (context for NEOs) | Profit growth (60%); Revenue growth (40%) | 60% / 40% | Company-defined | Earned 25%–150% of target | Cliff vest at 3-year anniversary if earned | Atkins excluded from FY26 PSU Program |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 28,094 shares; less than 1% of outstanding (based on 49,120,799 shares) |
| Vested vs. unvested | Not disclosed for Atkins; director restricted shares for Sept 2024 cohort vest Aug 23, 2025 (Atkins had director service through March 4, 2025) |
| Options | None disclosed for Atkins |
| Pledging | No specific pledging policy disclosure found; hedging and short sales prohibited by Trading Policy |
| Hedging policy | Prohibits hedging, puts/calls, short sales for Directors, officers, designated employees and household members |
| Stock ownership guidelines (Directors) | Target: 20,000 shares within 5 years of board start; all Directors compliant as of July 16, 2025 except Peter Feigin (within compliance period) |
Employment Terms
| Term | Provision |
|---|---|
| Role and appointment | Acting CFO & Chief Transformation Officer effective March 5, 2025; principal financial officer; principal accounting officer designated July 28, 2025; no additional pay for accounting officer designation |
| Cash compensation | $75,000 per month; $225,000 signing bonus |
| Equity | One-time RSU grant with ~$150,000 grant-date fair value; vests fully on appointment of new CFO/CTO (service condition); share count calculated by $150,000 ÷ $14.33 |
| Annual incentive eligibility | Not eligible |
| PSU program FY26 | Excluded (no PSUs under FY26 Program) |
| Severance | None; severance pay not applicable in termination scenarios for Atkins |
| Change-in-control and termination accelerations | RSU vesting acceleration value: $131,466 (CoC) and $131,466 (termination without cause/good reason); restricted stock vesting acceleration: $89,930 (CoC only); vacation pay: $5,602; no COBRA premiums; totals $226,998 (CoC), $137,068 (termination without cause/good reason) |
Board Governance
- Committees served: Audit (through March 5, 2025), Compensation (through March 5, 2025), Strategy & Risk (through March 5, 2025), Temporary Special Committee Chair (Aug 2024–Mar 2025) .
- Independence: Board determined Atkins was independent and an audit committee financial expert during his committee service; upon becoming Acting CFO on March 5, 2025, he ceased committee service and would not be considered independent in the CFO role .
- Meeting cadence and attendance: Board held 8 regular and 15 special meetings; committees met frequently; all Directors attended at least 75% of meetings; independent Directors held 4 executive sessions .
- Director fees: Annual Director cash retainer $53,750; committee retainers: Chair $7,250; members $4,675; Lead Independent Director $15,000; Temporary Special Committee retainer: Chair $350,000; members $6,500 .
Director Compensation (FY 2025)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Howard I. Atkins | $492,775 | $85,000 | $577,775 |
Compensation Peer Group and Philosophy
- Philosophy emphasizes recruiting/retaining high-performing executives, internal fairness, and linking pay to company performance with “at risk” components; few perquisites .
- Peer group illustrative companies (revenues $450mm–$2.0bn, manufacturing/tech focus): Apogee, Badger Meter, Bio‑Techne, Douglas Dynamics, Graco, Hawkins, Enerpac Tool Group, Lindsay, LS I Industries, Johnson Outdoors, Tennant, Proto Labs, Mayville, Strattec .
- Committee did not use an external compensation consultant for FY 2025 .
Risk Indicators & Red Flags
- Dual role and independence: Transition from independent Director/committee member to Acting CFO creates potential governance tension; mitigated by ended committee service and prior independence determinations .
- Large special committee retainer: One-time $350,000 for Temporary Special Committee Chair reflects intensive transformation oversight but is atypically high for director committee fees .
- Hedging policy strong; pledging policy not disclosed in available excerpts; inability to hedge aligns with shareholder interests .
- Severance economics conservative: No cash severance; limited equity acceleration values indicate restrained exit costs .
Vesting Schedules and Insider Selling Pressure
- Director RSU grant from Sept 9, 2024 (7,160 shares at $11.87) vests Aug 23, 2025 if service requirement met; potential incremental float at vest date for Directors broadly; Atkins’ Director service was through March 4, 2025 .
- CFO RSU grant vests in full upon appointment of a new CFO/CTO, contingent on continuous employment until that appointment; vest event could create supply if shares are delivered and sold, although specific share count not disclosed beyond formula .
Equity Ownership & Alignment Table
| Metric | Value |
|---|---|
| Shares owned (beneficial) | 28,094; <1% ownership |
| Director guideline | 20,000 shares within 5 years; compliant as of July 16, 2025 |
| Hedging/short sales | Prohibited for Directors/officers/designated employees |
| Pledging | Not disclosed |
Investment Implications
- Pay-for-performance alignment: Atkins’ FY25 compensation skews toward fixed cash (monthly pay, signing bonus) and service-vesting RSUs, with no annual incentive and exclusion from FY26 PSUs; near-term incentives emphasize completion of CFO transition rather than multi-year performance metrics—reducing variable pay sensitivity to operating outcomes .
- Governance and independence: The dual role (Director turned Acting CFO) introduces independence optics; however, committee service ceased at transition and prior independence determinations mitigate concerns. Ongoing oversight by other independent Directors and frequent executive sessions support governance .
- Selling pressure timing: RSU vesting triggers tied to CFO appointment and director grants vesting in Aug 2025 could create episodic supply; monitor Form 4s around those dates for execution risk and trading signals .
- Retention and exit costs: No severance pay and limited equity acceleration suggest low financial friction for leadership changes; equity acceleration values are modest, reducing parachute risk .
- Strategic execution: Extensive prior CFO/treasurer experience and transformation committee leadership support margin improvement and growth initiatives—positive for execution credibility amidst business transformation .