D. Duke Daughtery

About D. Duke Daughtery

Independent director of Digital Ally since October 2023; age 60. Chair of the Audit Committee and member of the Compensation and Nominating & Governance Committees; designated by the Board as an “audit committee financial expert.” Bachelor of Arts in Accounting and in Management and Business Administration from Saint Ambrose University. No other public company directorships in the past five years.

Past Roles

External Roles

Board Governance

• Committee assignments and chairs (post-2024 annual meeting): Audit Committee—Richie, Daughtery (Chair), Anderson; Compensation Committee—Richie (Chair), Daughtery, Anderson; Nominating & Governance—Richie (Chair), Daughtery, Anderson.
• Independence and expertise: Audit Committee members are independent under SEC and Nasdaq rules; the Board determined Daughtery qualifies as an “audit committee financial expert.” Compensation and Nominating & Governance Committees are comprised of directors the Board considers independent.
• Attendance and engagement: Board held four meetings in FY2023; each director attended at least 75% of Board and committee meetings; all directors then in office attended the 2023 annual meeting. Non-management directors met in executive session regularly.
• Board leadership and oversight: CEO also serves as Chair; lead independent director is Leroy C. Richie who convenes executive sessions and serves as principal liaison to management. Audit Committee leads Board’s risk oversight, including internal controls and related-party transaction review.

Fixed Compensation (Director)

• The proxy’s “Director Compensation” table shows cash fees only for Daughtery in 2023; no stock or option awards were reported for him that year.
• A policy statement elsewhere notes a 2023 Board policy to grant each non-employee director options to purchase 5,000 shares, but the grants table shows no director option awards in 2023; Daughtery had no outstanding director equity awards at 2023 year-end.

Performance Compensation (Director)

• No performance-based director compensation or performance metrics were disclosed for Daughtery (e.g., no PSU/TSR metrics; no performance cash plans).

Other Directorships & Interlocks

• Public company boards: None disclosed (current or prior five years).
• Potential interlocks/conflicts: None disclosed for Daughtery; the proxy’s Item 404 related-party section lists transactions tied to other parties (e.g., Nobility JV managing member; a TicketSmarter-related note) with Audit Committee oversight.

Expertise & Qualifications

• Audit/Finance: Former assurance partner and audit practice leader (Grant Thornton, Deloitte); extensive experience with growth strategies, M&A, and capital transactions; designated audit committee financial expert.
• Governance: Active chair of Audit; member of Compensation and Nominating & Governance; committees comprised of independent directors under company disclosures.
• Education: B.A. in Accounting; B.A. in Management & Business Administration (Saint Ambrose University).

Equity Ownership

• Footnotes disclose no options or restricted stock for Daughtery and no pledging; no vested/unvested equity breakdown is shown for him.

Governance Assessment

• Positives

  • Independent audit chair with deep audit and capital markets background; formally designated “audit committee financial expert,” enhancing financial reporting oversight and credibility.
  • Committee structure and independence appear aligned with best practices; post-2024 annual meeting, all three key committees staffed by independent directors; executive sessions occur regularly.
  • Related-party transaction policy vests review/approval with the Audit Committee, supporting conflict oversight.

• Watch items / potential red flags

  • Ownership alignment: very low personal stake (1,405 shares; <1%); 2023 director pay was entirely cash for Daughtery with no equity grants reported, which may limit long-term alignment signals.
  • Compensation process: The Compensation Committee does not use an independent compensation consultant and relies on management input, which may reduce perceived independence in pay decisions.
  • Dilution/governance climate: Board has pursued significant capital structure actions—reverse split authorization and very large increases in authorized shares, and warrant structures with reset/downward-adjustment features—creating ongoing dilution risk and investor confidence sensitivity (though these are board-level matters, not specific to Daughtery).

Key Supplemental Voting/Meeting Outcomes (Context)

• December 17, 2024 annual meeting: All four directors (including Daughtery) were elected; Board then appointed Daughtery as Audit Chair and Richie as Chair of Compensation and Nominating & Governance Committees.
• Shareholder approvals around financing/structure (context for governance and oversight): 2024 vote approved Nasdaq Proposal for >20% issuance tied to warrants; 2024 vote authorized a reverse stock split (1:5 to 1:20); the company later sought further share increases and a broader reverse split range (up to 1:100) at the April 1, 2025 special meeting.

Related-Party Exposure (Specific to Daughtery)

• None disclosed for Daughtery. Item 404 transactions disclosed in the proxy relate to other individuals/entities; the Audit Committee oversees and approves such transactions per policy.