José-Marie Griffiths
About José‑Marie Griffiths
Independent director at Daktronics since September 2020; age 73 as of the Record Date. President of Dakota State University (since July 2015), with a background spanning research, teaching, public service, and technology leadership; degrees include a B.Sc. and Ph.D. from University College London and a post‑doctoral fellowship in Computer Science and Statistics, with recent honorary D.Sc. from UCL . Core credentials include cybersecurity and artificial intelligence expertise, service on the National Science Board, U.S. President’s Information Technology Advisory Committee, U.S. National Commission on Libraries and Information Science, and appointment to the National Security Commission on Artificial Intelligence in 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Science Board | Presidential appointee/member | Not disclosed | Federal science governance and oversight |
| U.S. President’s Information Technology Advisory Committee | Presidential appointee/member | Not disclosed | National IT policy advisory |
| U.S. National Commission on Libraries and Information Science | Presidential appointee/member | Not disclosed | Information science policy advisory |
| National Security Commission on Artificial Intelligence | Commissioner | Appointed 2018 | AI strategy, national security policy |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Dakota State University | President | Since July 2015 | University leadership; related‑party exposure via DSU display contracts with Daktronics |
| Various U.S. federal agencies (e.g., NSF, NASA, DOE) | Project leader/PI | Not disclosed | Led projects across 28+ federal agencies and 20+ major corporations in 35+ countries; worked with NATO and UN |
Board Governance
- Independence: Determined independent under Nasdaq Rule 5605(a)(2) .
- Years of service: Director since September 2020 .
- Committee memberships and chair roles:
- Compensation Committee member since September 2020 .
- Nominating Committee member (Sep 2020–Mar 2024) and Chairperson since March 2024 .
- Strategy & Risk Committee member since March 2024 .
- Attendance and engagement: All incumbent directors attended ≥75% of Board and committee meetings; Board held 8 regular and 15 special meetings; Compensation Committee met 20 times; Nominating met 4 times; Strategy & Risk met 5 times; independent director executive sessions held four times in FY2025 .
- Board leadership context: Independent Chair (Andrew Siegel); Lead Independent Director role eliminated in March 2025 as part of revised leadership structure .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 53,750 | Independent director retainer |
| Nominating Committee chair fee | 7,250 | Chair fee |
| Compensation Committee membership fee | 4,675 | Member fee |
| Strategy & Risk Committee membership fee | 4,675 | Member fee |
| Total cash fees | 70,350 | Sum reported for Dr. Griffiths in director comp table |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Sep 9, 2024 | 7,160 | 85,000 | Vests Aug 23, 2025 if serving as director on vesting date; grant‑date FV $11.87/share |
| Note on dividends | — | — | — | Dividends accrue on restricted stock under the 2025 Plan; paid only upon vesting (plan‑level terms) |
FY2025 director compensation mix: cash $70,350 and equity $85,000 (≈45% cash / 55% equity), supporting alignment with shareholder outcomes through equity exposure .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Dr. Griffiths in the proxy biography and director listings .
- Related‑party transactions:
- Dakota State University contracts for video display systems in FY2024 totaling $1.2 million; terms described as arm’s‑length and ordinary course; Dr. Griffiths is DSU President .
- Governance controls: Related Person Transaction Policy overseen by the Audit Committee; transactions >$120,000 reviewed/approved; annual review of ongoing related‑party transactions .
Expertise & Qualifications
- Technology expertise: Cybersecurity and AI; leadership across federal civilian/military agencies and international organizations (NATO, UN) .
- Academic leadership: DSU president with global project leadership experience .
- Qualifications fit committee roles: Governance (Nominating Chair), strategy and risk oversight (Strategy & Risk Committee), compensation oversight (Compensation Committee) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 57,495; includes 7,160 restricted shares scheduled to vest Aug 23, 2025 |
| Shares outstanding (Record Date) | 49,120,799 |
| Ownership as % of shares outstanding | ~0.12% (57,495 / 49,120,799) |
| Vested vs unvested breakdown | Unvested restricted shares: 7,160 scheduled to vest Aug 23, 2025 |
| Options | None disclosed for Dr. Griffiths in director holdings |
| Stock ownership guideline | 20,000 shares required within 5 years; all directors in compliance except newly appointed Peter Feigin |
| Compliance status | In compliance with director ownership guideline |
| Hedging/pledging | Hedging and short sales prohibited under Trading Policy; no pledging disclosed |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | No late filings reported for Dr. Griffiths; late filers listed did not include Dr. Griffiths |
Governance Assessment
- Strengths
- Independent director with deep technology and AI/cybersecurity credentials; Chairs Nominating and serves on Strategy & Risk and Compensation—signal of strong governance and risk oversight .
- High engagement: Board and committee cadence was intensive; all incumbents ≥75% attendance, with frequent executive sessions of independent directors .
- Ownership alignment: Beneficial ownership of 57,495 shares and compliance with 20,000‑share guideline; annual equity grants time‑vested to reinforce alignment .
- Potential risks / RED FLAGS
- Related‑party exposure: DSU contracts ($1.2M in FY2024) while serving as DSU President—mitigated by Audit Committee oversight and RPT Policy and described as arm’s‑length; monitor for recurrence and approval rigor .
- Equity vesting mechanics: Director equity grants are time‑based restricted stock (no performance conditions), which may modestly reduce pay‑for‑performance sensitivity; however, equity exposure remains a positive alignment factor .
- Process controls
- Robust governance framework (independent Chair; committee structure; executive sessions; clawback policy for executives; hedging prohibition) supports investor confidence .
Overall: Dr. Griffiths’ independence, committee leadership, and technology expertise strengthen board effectiveness; related‑party DSU transactions merit continued scrutiny but are governed under established policies and oversight, with clear disclosures indicating arm’s‑length terms .