John Friel
About John P. Friel
Independent director (age 71), serving on Daktronics’ board since September 2015; currently Chair of the Compensation Committee and member of the Audit Committee. Background spans 30 years at MEDRAD, Inc., culminating as President & CEO; earlier a CPA at Touche Ross. Education: MA in Law and Diplomacy (Tufts), BA in Political Science and BS in Accounting (Penn State). Tenure on DAKT board: 2015–present, with audit and compensation expertise and designation as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MEDRAD, Inc. (Bayer affiliate) | President & CEO; prior EVP Sales & Marketing; SVP/GM; VP roles in planning and BD | 1986–2010 (CEO 1998–2010) | Led two Malcolm Baldrige National Quality Awards (2004, 2010) |
| Touche Ross & Co. | Certified Public Accountant | Early career | Foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vascor, Inc. | Director; retired CEO | Director since Jun 2016; CEO to Dec 2019 | Pre-clinical medical device development governance |
| Preservation Technologies L.P. | Director | Not disclosed | Board oversight |
| American Productivity and Quality Center (APQC) | Director | Not disclosed | Board oversight |
| Magvation, Inc. | Director | Not disclosed | Medical device development governance |
| Five Radicals | Principal & Founder | Current | Baldrige excellence and strategic consulting |
| The Mikan Group | Senior Partner | Current | General management consulting |
Board Governance
- Committee assignments (Fiscal 2025): Compensation Committee Chair; Audit Committee member; Temporary Special Committee member (Aug 2024–Jun 2025). Independent status affirmed by Nominating Committee; designated “audit committee financial expert.”
- Board activity (Fiscal 2025): 8 regular and 15 special board meetings; committees met frequently (Audit 5; Compensation 20; Nominating 4; Strategy & Risk 5). All incumbents attended ≥75% of board and committee meetings; independent directors held four executive sessions.
- Board leadership: Independent Chair (Andrew Siegel); Lead Independent Director role eliminated in March 2025 after separating Chair and CEO.
- Hedging/short sales prohibited under company trading policy; code of conduct annually overseen by Nominating Committee.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Cash fees | $85,175 | Includes annual cash retainer and committee fees per schedule below |
| Annual RS award (restricted stock) | $85,000 (7,160 shares @ $11.87) | Granted 9/9/2024; vests 8/23/2025 if still serving |
| Total director compensation | $170,175 | Cash + equity grant |
Director fee schedule (FY2025):
- Annual independent director cash retainer: $53,750
- Committee fees: Chair $7,250; Member $4,675 (Audit, Compensation, Nominating, Strategy & Risk)
- Temporary Special Committee: Chair $350,000; Member $6,500
- Lead Independent Director retainer: $15,000 (not applicable to Friel)
Performance Compensation
- No performance-contingent pay disclosed for directors; equity is time-based restricted stock with one-year vest; no option awards for directors in FY2025.
- Dividend treatment: Under the 2025 Stock Incentive Plan, dividends accrue on restricted stock and generally vest with the underlying award; other unvested awards generally do not accrue dividends. Directors are eligible plan participants.
Other Directorships & Interlocks
- No disclosed interlocks with Daktronics’ significant customers/suppliers involving Friel. Related-party contracts disclosed with Milwaukee Bucks (President Peter Feigin is a DAKT director) and Dakota State University (President Dr. Griffiths is a DAKT director); none indicate Friel involvement.
Expertise & Qualifications
- Financial oversight and governance: Audit committee financial expert; extensive CEO/GM experience in regulated medical devices and quality systems (Baldrige).
- Strategy and operations: Led growth, global expansions, M&A, and technical product development at MEDRAD; embeds performance excellence frameworks.
- Education credentials: Tufts MA; Penn State BA/BS; CPA training.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 87,573 shares; includes 7,160 restricted shares vesting 8/23/2025 |
| % of shares outstanding | <1% (as of 7/16/2025) |
| Vested vs. unvested | Includes 7,160 restricted shares scheduled to vest 8/23/2025 |
| Ownership guideline | Directors must own 20,000 shares within 5 years; Friel compliant as of 7/16/2025 |
| Pledging/hedging | Hedging, short sales, and trading in puts/calls prohibited; no pledging disclosures specific to Friel |
Governance Assessment
- Strengths: Independent status; long tenure; chairs Compensation Committee; audit financial expert; high engagement (board met extensively; incumbents ≥75% attendance); compliant with director ownership guidelines, aligning incentives.
- Compensation structure: Balanced cash retainer plus time-based equity (restricted stock), aligning with shareholder interests without excessive risk-taking; no third-party meeting payments; clear committee fee transparency.
- Compensation committee practices: Independent composition; authority to hire advisors; did not use an independent compensation consultant for FY2025 determinations (note: Alta Fox agreement required engaging a consultant by Mar 31, 2025—an area to monitor for implementation quality).
- Conflicts and related parties: No RPTs involving Friel; current RPTs involve other directors/entities, with audit committee oversight and arms-length characterization.
- RED FLAGS: None disclosed for Friel. No late Section 16 filings reported for Friel; no legal proceedings or sanctions involving directors noted. Monitor activist cooperation agreement obligations and board re-nomination covenants for broader governance impact.
Overall, Friel’s profile supports board effectiveness through compensation governance and financial oversight, with strong ownership alignment and no evident conflicts; continued attention to advisor engagement and activist agreement commitments remains prudent.
Sources
- 2025 DEF 14A (Daktronics, Inc., filed 8/14/2025): Board composition, independence, committees, compensation, ownership, and governance policies.