Darryl Daigle
About Darryl Daigle
Independent director of Research Frontiers (REFR), age 67, serving since June 2012 and a shareholder since 1991; currently chairs the Audit Committee and the Compensation Committee, and serves on the Stock Option and Nominating & Corporate Governance Committees . He holds a business degree from Texas Tech University and has been a principal owner of several successful family-owned businesses in Louisiana (including SPD Equipment Sales Inc. and S&D Bait Company LLC) and is a former member of the Louisiana Seafood Promotion Board appointed by Governor Murphy J. Foster, Jr. . The Board has deemed him independent under Nasdaq rules; REFR’s audit committee members (including Daigle) are considered “financial experts” per SEC definitions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPD Equipment Sales Inc. | Principal owner; sells oilfield and marine equipment | Not disclosed | Business leadership and industry experience |
| S&D Bait Company LLC | Principal owner; serves commercial and recreational fishing industries | Not disclosed | Operations in Louisiana fishing sector |
| Louisiana Seafood Promotion Board | Member (appointed by Governor Murphy J. Foster, Jr.) | Not disclosed | State-level industry promotion role |
External Roles
| Entity | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | REFR proxy lists no other public company directorships for Daigle . |
Board Governance
- Committee assignments: Chairman, Audit Committee and Compensation Committee; member, Stock Option Committee; member, Nominating & Corporate Governance Committee .
- Independence: The Board determined Daigle is independent under Nasdaq Capital Market standards .
- Attendance and engagement: In 2024, Board met 8 times; Audit met 4; Compensation met 10; Nominating & Corporate Governance met 4; no incumbent director attended less than 75% of applicable meetings; all incumbent directors attended last year’s annual meeting .
- Board leadership: No chairman currently; committee chairs are independent; chair roles reviewed annually .
- Audit committee expertise: All members (including Daigle) designated “financial experts” with GAAP, ICFR, and audit oversight understanding .
Fixed Compensation
| Year | Cash Retainer ($) | Additional Cash Fees ($) | Equity Award (Options, #) | Equity Award Fair Value ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 40,000 | Not disclosed | 45,000 | 47,700 | 87,700 |
| Target (policy) | ~80,000 | — | — | — | — |
Notes:
- Director compensation mix in 2024: cash plus option grant; management director not separately compensated .
- Target total director compensation initially ~$80,000, subject to adjustments based on results and prevailing levels .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-date Fair Value ($) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|---|
| December 2024 | Stock options (non-employee director award) | 45,000 | 47,700 | Not disclosed (2019 Plan requires ≥ FMV at grant) | Not disclosed | Not disclosed |
Notes:
- REFR’s 2019 Equity Incentive Plan permits stock options, SARs, and restricted stock; options are granted at or above fair market value on grant date .
- No performance metrics tied to director equity awards are disclosed; equity awards primarily intended to align interests and promote retention .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Interlock with licensee | Daigle serves with Gauzy Ltd.’s CEO and Chairman (Eyal Peso) on REFR’s Board; Gauzy is a REFR licensee; fee income from Gauzy/VS was 13% in 2024 (18% in 2023), with 9% of receivables at YE 2024; company follows Delaware law procedures for related-party approvals . |
| Committee independence | Audit, Compensation, and Nominating & Corporate Governance Committees composed of independent directors; compensation committee members are non-employees; no compensation committee interlocks reported for 2024 . |
Expertise & Qualifications
- Financial oversight: Audit Chair; Audit Committee “financial expert” designation .
- Education: Business degree, Texas Tech University .
- Industry/small business operations: Principal owner/operator roles in oilfield/marine equipment and fishing industries in Louisiana .
- Governance experience: Long-tenured REFR director since 2012 with multiple committee roles .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Exercisable Options/Warrants (#, within 60 days) | Percent of Class (%) | Notes/Breakdown |
|---|---|---|---|---|
| Darryl Daigle | 783,439 | 327,494 | 2.31 | Includes 75,158 shares held by business (50% owned by Daigle); 125,000 shares owned by spouse (disclaimed); 33,926 shares in spouse IRA; 4,269 shares held as custodian for minor grandchildren . |
| Pledging/Hedging | Not disclosed for Daigle (Harary’s shares are pledged; Daigle’s footnote contains no pledge statement) . |
Total shares outstanding at record date (for context): 33,517,787 .
Governance Assessment
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Strengths:
- Independent chairmanship of key oversight committees (Audit and Compensation), with “financial expert” designation; independent majority on the board .
- Documented meeting cadence and satisfactory attendance (≥75%) with active committee engagement; all directors attended the annual meeting .
- Meaningful ownership alignment: 2.31% beneficial stake plus sizeable exercisable options; multi-decade shareholder since 1991 .
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Considerations/RED FLAGS:
- Related-party exposure: Presence of Gauzy’s CEO on REFR’s board while Gauzy/VS represents a significant portion of fee income (13% in 2024; 18% in 2023) and receivables (9% at YE 2024); although the company states adherence to Delaware procedures for related-party approvals, continued Audit/Comp oversight is critical to investor confidence .
- Classified board may reduce responsiveness to shareholder pressures in change-of-control contexts; committee chairs reviewed annually, but no board chair appointed since 2016 .
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Director pay structure: Cash retainer plus option grant; target director compensation ~$80,000 with actual 2024 total $87,700; lack of disclosed performance metrics for director equity grants may limit direct pay-for-performance signaling at the director level .
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Shareholder feedback processes: Say-on-pay and triennial frequency recommendation reflect a long-term orientation; continued transparency on compensation and related-party governance advisable .