DAKTRONICS INC /SD/ 8-K

What Happened

• Daktronics, Inc. filed an 8-K disclosing that the Board approved a Separation and Release Agreement with Carla S. Gatzke under which she will cease serving as Corporate Secretary and Vice President of Human Resources effective January 31, 2026. The Separation Agreement provides specified severance and benefit-related payments and includes restrictive covenants. The Board also approved a Consulting Agreement for Gatzke to assist with the HR and corporate secretary transition from January 31, 2026 through April 30, 2026.

Key Details

• Cash severance: $674,250, payable in substantially equal installments beginning on the first payroll date 45 days after the Jan 31, 2026 separation and continuing through ~one year after the initial severance payment.
• Equity treatment: All unvested stock options and time-vested restricted stock units outstanding immediately before the separation will become fully vested (options fully exercisable) on the Separation Date. Performance share units (PSUs) will be prorated based on days elapsed in the performance period and the remainder forfeited.
• Consulting: Separate consulting agreement effective Jan 31–Apr 30, 2026 with a $30,000 monthly fee; pro rata payment if the company terminates the agreement for convenience.
• Benefits: Up to 12 months of COBRA premium reimbursement equal to the difference between actual COBRA costs and the standard employee contribution for similar coverage, subject to eligibility and taxes.

Why It Matters

• The company will incur a defined cash severance obligation ($674,250), ongoing consulting fees through April 2026, and accelerated equity vesting for certain awards, all of which will affect compensation expense and equity award activity reported in the company’s financial filings. The agreements also include confidentiality, non‑competition, non‑disparagement and non‑solicitation covenants that govern post‑employment conduct.