Mark Bowser
About Mark F. Bowser
Independent director nominee elected September 3, 2025; age 69. Recently retired EVP & CFO of Cox Automotive (2017–2023) with prior senior roles at Cox Communications, Dell, and Sprint; B.S. in Finance & Accounting from Penn State; extensive experience across finance, operations, sales, marketing, and business development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Automotive (Cox Enterprises subsidiary) | Executive Vice President & Chief Financial Officer | 2017–2023 | Led finance for global auto services/software; broad strategic oversight |
| Cox Communications (Cox Business) | Vice President, Commercial Services | From 2006 (years not fully specified) | Oversaw $7B commercial services market |
| Dell | Vice President, Large Corporate Accounts | Not stated | Led Fortune 1000 computing solutions |
| Sprint | President, Enterprise Markets; SVP Business Sales | Not stated | Led $3.5B division; integrated telecom solutions for Fortune 500 |
| Various companies | Senior-level finance roles (accounting, FP&A, M&A) | Not stated | Multiple finance leadership positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STARTLIGHT Foundation | Board Member | Not stated | Non-profit governance |
| Ronald McDonald House Charities | Board Member | Not stated | Non-profit governance |
| Penn State Schreyer Honors College | Board Member | Not stated | Alumni engagement; named Penn State Alumni Fellow in 2012 |
| Reynold Wellness Board | Board Member | Not stated | Community health governance |
Board Governance
- Election and shareholder support: Mark Bowser was elected director at the 2025 Annual Meeting with 37,362,631 votes “For”, 358,907 “Against”, and 376,626 “Abstain” .
- Independence: The Nominating Committee determined Bowser is an Independent Director under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not specified in the definitive proxy for nominees; no committee listed for Bowser as of nomination. Post-election committee appointments were not disclosed in documents reviewed .
- Attendance baseline (context): In Fiscal 2025, the Board held 8 regular and 15 special meetings; all incumbent directors met ≥75% attendance; independents held 4 executive sessions . Bowser was not on the Board during Fiscal 2025.
- Governance practices: Prohibitions on hedging/short sales for directors; Code of Conduct oversight; Compensation Clawback Policy adopted per SEC/Nasdaq rules .
| Shareholder Vote (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Mark F. Bowser | 37,362,631 | 358,907 | 376,626 | 6,827,404 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $53,750 | FY2025 structure baseline |
| Committee Chair fee (Audit, Compensation, Nominating, Strategy & Risk) | $7,250 | Per committee |
| Committee Member fee (Audit, Compensation, Nominating, Strategy & Risk) | $4,675 | Per committee |
| Lead Independent Director fee | $15,000 | Role-based |
| Temporary Special Committee (Chair) | $350,000 | One-time retainer during transformation; now dissolved |
| Temporary Special Committee (Member) | $6,500 | Per member |
Director-specific FY2025 cash/equity amounts for Bowser are not disclosed (he was elected after the July 16, 2025 record date); the above reflects Daktronics’ director pay framework in FY2025 .
Performance Compensation
- Directors receive time-based equity (restricted stock or RSUs); no performance-conditioned director awards disclosed for FY2025. Standard grants in FY2025 for incumbent directors were 7,160 restricted shares (grant date 9/9/2024, $11.87/share; vesting 8/23/2025) and a special 6,821-share grant for Peter Feigin on 4/24/2025 ($12.46/share; vesting 8/23/2025) .
- No director PSUs/options or performance metrics tied to director compensation are disclosed for FY2025 .
| Equity Grant Policy (FY2025) | Shares | Grant Date | Grant-Date Value/Share | Vesting |
|---|---|---|---|---|
| Standard independent director grant | 7,160 | 09/09/2024 | $11.87 | Vest on 08/23/2025 if director remains in service |
| New director (Peter Feigin) grant | 6,821 | 04/24/2025 | $12.46 | Vest on 08/23/2025 |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public company boards | None disclosed for Bowser |
| Notable interlock (potential) | Shereta D. Williams serves as EVP at Cox Enterprises; Bowser was CFO at Cox Automotive (Cox subsidiary). Both have Cox backgrounds; no related-party transactions with Cox are disclosed . |
| Related party transactions | Disclosed items include Alta Fox convertible note; contracts with Milwaukee Bucks (Peter Feigin) and Dakota State University (Dr. Griffiths). No transactions linked to Cox Automotive/Enterprises or Bowser . |
Expertise & Qualifications
- Finance leadership (former CFO), operations, sales, marketing, business development across Fortune 500 enterprises; Penn State finance/accounting degree; recognized as Penn State Alumni Fellow .
- Board views Bowser’s 30+ years across finance/operations as qualifying attributes for Daktronics’ board .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership as of record date (July 16, 2025) | Not listed (Bowser was a nominee, not incumbent) . |
| Director stock ownership guideline | 20,000 shares target within 5 years; compliance tracked post-appointment . |
| Hedging/short sales | Prohibited under Trading Policy (alignment safeguard) . |
Governance Assessment
- Board effectiveness signals: Bowser adds seasoned CFO and multi-industry operating expertise; elected with strong shareholder support, aiding board financial oversight depth for transformation initiatives .
- Independence and conflicts: Determined independent; no disclosed related-party ties; note the Cox background interlock via another director (Williams), but no transactions with Cox reported—low conflict risk currently .
- Compensation alignment: Daktronics employs modest cash retainers plus time-based equity for directors and disallows hedging, supporting ownership alignment; director equity is not performance-based—neutral alignment signal relative to performance conditioning .
- Committee roles and attendance: Bowser’s committee assignments post-election were not disclosed in reviewed filings; FY2025 attendance metrics apply to incumbents only. Assignments should be monitored in subsequent filings for audit/comp committee placement (impact on oversight) .
- Shareholder environment: Say-on-pay passed (33.66M For), stock incentive plan approved, and activism addressed via a cooperation agreement with Alta Fox—board agreed to governance enhancements (Lead Independent Director bylaw, comp consultant engagement, investor day) which may improve investor confidence if implemented robustly .
RED FLAGS to monitor
- Activism legacy and governance covenants execution (independent comp consultant, investor day timing) .
- Committee assignment transparency for new directors (Bowser), especially Audit/Compensation roles, in subsequent disclosures .
- Any emergent related-party transactions involving Cox affiliates given historical ties—none disclosed to date .
Data gaps: Bowser-specific FY2025 director compensation amounts, post-election committee assignments, and ownership levels were not disclosed in the documents reviewed; track upcoming 10-Q/DEF 14A and Section 16 filings for updates .