Shereta Williams
About Shereta D. Williams
Shereta D. Williams (age 51) has served as an independent director of Daktronics since September 2021; she is Executive Vice President at Cox Enterprises and holds a BS in Electrical Engineering with an Economics concentration from MIT, bringing corporate development, strategy, and M&A expertise to the board . Her Daktronics tenure includes service on the Audit, Compensation, and Strategy & Risk Committees, and she is designated as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | Executive Vice President (and previously Vice President Business Development) | EVP since 2021; VP BD 2020–2021 | Corporate strategy and development leadership |
| Videa, LLC (Cox subsidiary) | President | 2014–2020 | Led digital advertising marketplace operations |
| Cox Media Group | Vice President of Development | 2010–2013 | Business development initiatives |
| Cox Television | Director of Development and Digital Services | 2001–2006 | Digital services strategy |
| Maven Funds (startup hedge fund) | Managing Director, Currency Division | 2006–2009 | Oversaw traders, automated trading systems, risk management, operations |
| Lazard Frères & Co. LLC | Investment Banking Analyst (M&A) | 1996–1998 | Transaction analysis and execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public directorships listed in proxies |
| Private/Non-profit boards | Not disclosed for Williams | — | No external board roles for Williams specifically disclosed |
Board Governance
- Committee memberships: Audit; Compensation; Strategy & Risk. Audit Committee “financial expert” designation confirmed for Ms. Williams .
- Independence: Board classifies Ms. Williams as an Independent Director under Nasdaq rules; Board majority independent .
- Attendance and engagement: In FY2025 the Board held 8 regular and 15 special meetings; committees met Audit (5), Compensation (20), Nominating (4), Strategy & Risk (5). All incumbent directors attended at least 75% of Board and applicable committee meetings; independent directors held four executive sessions. All directors attended the September 2024 annual meeting .
- Board leadership: Chair role is independent (Andrew Siegel) with CEO-separated structure effective March 2025; Lead Independent Director position was eliminated in March 2025 with the new structure .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | $53,750 | $53,750 |
| Committee membership fees ($) | $9,350 (Audit + Compensation) | $14,025 (Audit + Compensation + Strategy & Risk) |
| Total cash fees ($) | $63,100 | $67,775 |
| Equity grant – restricted shares (count) | 6,319 | 7,160 |
| Equity grant – grant date fair value ($) | $62,250 (at $9.85/sh) | $85,000 (at $11.87/sh) |
| Vesting date | Aug 23, 2024 | Aug 23, 2025 |
| Total director compensation ($) | $125,350 | $152,775 |
Notes:
- Committee fee schedule FY2025: Chair $7,250; Member $4,675 for each committee; Lead Independent Director $15,000 (not applicable to Williams). Temporary Special Committee had $6,500 for members but Williams was not a member .
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Directors) | Sep 9, 2024 | 7,160 | $85,000 | 100% on Aug 23, 2025 (service-based) | None (director equity is time-based; no performance conditions disclosed) |
| Restricted Stock (Directors) | Sep 11, 2023 | 6,319 | $62,250 | 100% on Aug 23, 2024 (service-based) | None |
Plan mechanics and clawbacks:
- Under the stock plans, director restricted stock generally vests by service time; dividends accrue with restricted stock but not with unvested RSUs unless specified; clawback policy applies to incentive-based compensation tied to financial reporting for executives (not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None disclosed for Williams |
| Interlocks/potential conflicts | No related-party transactions involving Williams disclosed; related-party items involved other directors (Milwaukee Bucks contracts; Dakota State University) and Alta Fox financing; none linked to Williams . |
Expertise & Qualifications
- Audit committee financial expert designation (Reg S‑K 407(d)(5)(ii)) .
- Technical and finance background: Electrical Engineering (MIT) with economics; investment banking and hedge fund operations experience .
- Corporate development/strategy/M&A and digital communications industry operating leadership .
Equity Ownership
| Metric | As of Jul 8, 2024 | As of Jul 16, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 36,345 | 43,505 |
| Ownership % of outstanding | <1% (outstanding 46,342,072) | <1% (outstanding 49,120,799) |
| Included unvested restricted shares | 6,319 (vest 8/23/2024) | 7,160 (vest 8/23/2025) |
| Director stock ownership guideline | 5,000 shares (FY2024) – in compliance | 20,000 shares (FY2025) – all directors compliant except Peter Feigin; Williams compliant |
| Hedging/short sales permitted? | Prohibited for directors under Trading Policy | |
| Pledged shares | Not disclosed (no pledging disclosure for Williams) |
Governance Assessment
- Strengths: Independent director with audit financial expert credential; multi-committee service (Audit, Compensation, Strategy & Risk); consistent meeting attendance (≥75%); service-based equity that promotes alignment; compliance with enhanced 20,000-share director ownership guideline .
- Incentive alignment: Director pay mix balanced between cash retainers and annual time-vested equity; no performance-conditioned awards or discretionary bonuses for directors, reducing risk of pay-for-performance misalignment at the board level .
- Conflicts/related-party risk: No Williams-linked related-party transactions disclosed; company RPT policy overseen by Audit Committee provides pre-approval controls. Notable RPTs involved other directors and Alta Fox financing, with full board/committee approval and subsequent conversion/satisfaction in FY2025 .
- Attendance/executive sessions: Board and independent directors met frequently; Williams participated on high-load committees (20 Compensation Committee meetings), supporting robust oversight during leadership transition .
RED FLAGS: None disclosed specific to Williams (no late Section 16 filings; no hedging/pledging; no RPT involvement) .
INSIDER FILINGS AND TRADES
| Item | FY2025 Status |
|---|---|
| Section 16(a) reporting timeliness | No late reports listed for Williams; several others had late filings, but Williams is not among them |
| Form 4 transactions | Not itemized in proxy; no Williams-specific trades disclosed in the DEF 14A |
DIRECTOR COMPENSATION MIX ANALYSIS (YoY)
- Cash fees increased by ~$4,675 YoY due to added Strategy & Risk committee membership in FY2025 (three memberships vs. two in FY2024) .
- Equity grant fair value increased from $62,250 to $85,000, reflecting larger service-based restricted share grant; total director compensation rose from $125,350 to $152,775, increasing long-term alignment via equity .
COMMITTEE STRUCTURE AND EFFECTIVENESS
- Audit Committee: Meets oversight, independence, and financial expert standards; Williams’ expertise strengthens financial reporting oversight and RPT controls .
- Compensation Committee: High cadence (20 meetings) amid leadership transition; committee responsible for executive compensation changes, retention RSUs, and FY2026 program redesign; Williams is a standing member and signatory to the Compensation Committee Report .
- Strategy & Risk Committee: Engages on long-term strategy and cybersecurity/risk framework; Williams is a member since March 2024, supporting strategic oversight .
POLICIES AND INVESTOR CONFIDENCE SIGNALS
- Clawback Policy (SEC/Nasdaq compliant) enhances accountability on incentive compensation tied to financial measures (primarily executives) .
- Trading Policy prohibits hedging/short sales, aligning director/shareholder interests; board diversity and independence standards maintained .
- Director stock ownership guidelines elevated to 20,000 shares; Williams compliant, reinforcing alignment .