ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Oct 9, 2025. Filed Aug 26, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 9, 2025 · Filed Aug 26, 2025
Contents
Pay Versus Performance
2024 Pay Versus Performance Table
| Year (1) · Summary Compensation Table Total for Therivel (2) · Compensation Actually Paid to Therivel (3) · Summary Compensation Table Total for Meyers (2) · Compensation Actually Paid to Meyers (3) · Average Compensation Table Total for Non-PEO Named Executive Officers (2) · Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) · Value of Initial Fixed $100 Investment Based On: (4) · Net Income · ROC (6) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return (5) | ||||||||||
| ($) · ($) · ($) · ($) · ($) · ($) · ($) · ($) · ($) · (%) | ||||||||||
| 2024 | $7,656,948 | $21,305,362 | N/A | N/A | $2,806,953 | $6,506,334 | $173.05 | $108.72 | $(31,578,211) | 3.5% |
| 2023 | $10,860,139 | $20,292,980 | N/A | N/A | $3,430,601 | $5,828,296 | $114.63 | $83.83 | $57,916,965 | 2.1% |
| 2022 | $6,908,886 | $(2,341,165) | N/A | N/A | $2,521,829 | $845,152 | $57.54 | $80.99 | $34,766,807 | 1.5% |
| 2021 | $6,438,260 | $10,105,410 | N/A | N/A | $2,461,077 | $2,394,782 | $87.00 | $85.93 | $159,773,095 | 4.3% |
| 2020 | $9,234,730 | $4,710,075 | $8,663,596 | $6,204,143 | $2,416,338 | $2,001,881 | $84.71 | $94.08 | $233,135,149 | 5.1% |
(1)The Principal Executive Officer ("PEO") and NEOs for the applicable years were as follows:
2024 and 2023: Laurent C. Therivel served as the Company's PEO for the entirety of 2024 and 2023 and the company's other NEOs were: Douglas W. Chambers, Michael S. Irizarry, and Kevin R. Lowell.
2022 and 2021: Laurent C. Therivel served as the Company's PEO for the entirety of 2022 and 2021 and the company's other NEOs were: Douglas W. Chambers, Michael S. Irizarry, and Deirdre C. Drake.
2020: Laurent C. Therivel assumed the role of PEO on July 1, 2020 and Kenneth R. Meyers, served as the PEO during 2020 through June 30, 2020. The Company's other NEOs for 2020 were: Douglas W. Chambers, Jay M. Ellison, Michael S. Irizarry, and Deirdre C. Drake.
(2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Therivel and Meyers, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs reported for the applicable year other than the PEO for such years.
(3)To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Therivel and Meyers and for the average of the other NEOs is set forth following the footnotes to this table.
(4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
(5)The TSR Peer Group consists of the component companies of the Dow Jones U.S. Telecommunications Index.
(6)The Company uses Return on Capital as our Company selected metric, which is calculated as earnings before interest, adjusted for income tax impacts, divided by the sum of total debt, right of use lease liabilities, and total equity. This metric is the sole metric used to measure performance under the PSU awards.
Compensation Actually Paid Adjustments (a)
| Year · Summary Compensation Table Total · (Minus) Grant Date Fair Value of Awards Granted in Fiscal Year · Plus Fiscal Year-End Fair Value of Outstanding and Unvested Awards Granted in Fiscal Year · Plus/(Minus) Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Fiscal Year · Plus Vesting Date Fair Value of Awards Granted and Vested During Fiscal Year · Plus/(Minus) Change in Fair Value of Awards Granted in Prior Fiscal Years that Vested During Fiscal Year · Equals Compensation Actually Paid | ||||||||
|---|---|---|---|---|---|---|---|---|
| Laurent C. Therivel | ||||||||
| 2024 | $7,656,948 | $(5,210,668) | $10,167,414 | $9,505,590 | $29,165 | $(843,087) | $21,305,362 | |
| Other NEO's (Average) | ||||||||
| 2024 | $2,806,953 | $(1,633,529) | $3,210,909 | $2,360,281 | — | $(238,280) | $6,506,334 | |
(a)The assumptions used to calculate compensation actually paid are consistent with the methodology used for financial reporting purposes.
The following graphs illustrate the relationship between pay and performance, as calculated per the SEC disclosure rules.
Most important financial measures
The following is a list of financial performance measures, which in the Company's assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2024. Please see the Compensation Discussion & Analysis for further information regarding these measures and how they were used in the 2024 executive compensation program, including the Array Annual Incentive Plan and the 2024 performance share units.
Return on Capital
Consolidated Total Service Revenues
Consolidated Operating Cash Flow
Consolidated Capital Expenditures
Long-Term Incentive Compensation Committee
The principal functions of the LTICC were to discharge the Board of Directors' responsibilities relating to the long-term equity-based compensation of the executive officers and other key employees of Array; to perform all functions designated to be performed by a committee of the Board of Directors under Array's LTIP; to review and recommend to the Board of Directors the LTIPs for employees of Array (including changes thereto); and to report on long-term equity-based compensation in Array's annual proxy statement or otherwise to the extent required under any applicable rules and regulations. The charter for the LTICC provided that the committee would interpret and administer Array's LTIP, including selecting employees who would be granted awards, establishing performance measures and restriction periods, and determining the form, amount and timing of each grant of an award, the number of shares of stock subject to an award, the purchase price or base price per share of stock associated with an award, the exercise price of an option award, the time and conditions of exercise or settlement of an award and all other terms and conditions of an award.
Prior to its dissolution, under its charter, the LTICC had the authority to delegate some or all of its responsibilities and duties with respect to Array's LTIP to the Chair of Array or any executive officer of Array as the committee deemed appropriate, to the extent permitted by law, applicable listing standards and the applicable LTIP, but not regarding any award to officers of Array who were subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended. The LTICC did not delegate any authority with respect to the officers identified in the Summary Compensation Table or any other executive officers identified in this 2025 Proxy Statement. The LTICC had delegated authority to the Chair and the President and CEO of Array only with respect to persons who were not executive officers.
The Chair and/or the President and CEO and/or the Board may rely on the services of Array's compensation and employee benefits consultant, Willis Towers Watson.
Compensation Consultant
Willis Towers Watson was Array's compensation consultant and engaged by Array management. Although Willis Towers Watson was engaged by Array management, it also assisted the LTICC with respect to long-term equity-based compensation, and the Chair, who in effect functioned as the compensation committee for executive compensation other than long-term equity-based compensation.
Willis Towers Watson provided external market compensation data to Array from its executive compensation survey database and, as requested, provided recommendations on the type and amount of compensation to be granted to officers and other award recipients. In 2024, Willis Towers Watson also advised Array regarding certain compensation trends in connection with the strategic transactions described above. Willis Towers Watson generally did not provide other services to Array, except as requested from time to time with respect to specific matters. Willis Towers Watson did not provide any meaningful amount of other services to Array in 2024.
Willis Towers Watson also provides compensation consulting and other services to Array's parent company, TDS, which are described in the TDS proxy statement.
Compensation Consultant Conflicts of Interest
As required by SEC and NYSE rules, the Chair and LTICC of Array considered if the work of Willis Towers Watson raised any conflict of interest. Based on their review, it was determined that the work did not raise any conflict of interest considering the factors identified in Rule 10C-1 under the Securities Exchange Act of 1934, as amended.
As indicated under "Compensation Consultant," Array management retained Willis Towers Watson to advise on compensation matters. Neither the Array LTICC nor the Chair retained any compensation consultant but the LTICC and Chair did receive advice from Willis Towers Watson.
Willis Towers Watson did not provide any advice as to director compensation.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.