ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Oct 9, 2025. Filed Aug 26, 2025.
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Oct 9, 2025 · Filed Aug 26, 2025
Contents
Summary Compensation Table
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) | ||||||||
| Laurent C. Therivel (1) | ||||||||
| President and Chief Executive Officer | 2024 | $901,866 | $658,629 | $5,210,668 | $785,874 | $0 | $99,911 | $7,656,948 |
| 2023 | $866,882 | $1,226,060 | $8,028,781 | $644,670 | $339 | $93,407 | $10,860,139 | |
| 2022 | $824,887 | $750,867 | $4,699,725 | $545,333 | $29 | $88,045 | $6,908,886 | |
| Douglas W. Chambers | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | 2024 | $598,804 | $113,952 | $1,542,259 | $260,510 | $0 | $81,661 | $2,597,186 |
| 2023 | $580,401 | $101,193 | $2,389,311 | $215,410 | $982 | $81,357 | $3,368,654 | |
| 2022 | $557,144 | $97,373 | $1,406,924 | $183,827 | $543 | $74,323 | $2,320,134 | |
| Michael S. Irizarry (2) | ||||||||
| Executive Vice President, Chief Technology Officer and Head of Engineering and Information Technology | 2024 | $800,820 | $185,310 | $2,081,620 | $411,742 | $0 | $175,725 | $3,655,217 |
| 2023 | $783,702 | $161,482 | $3,014,937 | $343,747 | $5,810 | $97,527 | $4,407,205 | |
| 2022 | $759,947 | $157,070 | $1,723,010 | $296,330 | $3,906 | $87,077 | $3,027,340 | |
| Kevin R. Lowell | ||||||||
| Executive Vice President, Chief People Officer and Head of Communications | 2024 | $508,610 | $96,789 | $1,276,708 | $221,271 | $0 | $65,079 | $2,168,457 |
| 2023 | $491,044 | $85,614 | $1,695,237 | $182,246 | $1,292 | $60,512 | $2,515,945 | |
(a)Amounts reported in this column represent the discretionary portion of annual bonuses paid in 2025 with respect to 2024 performance. For 2024 bonuses paid in 2025, Kevin R. Lowell deferred 20% into Array deferred compensation stock units.
(b)In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Compensation-Stock Compensation ("FASB ASC 718"), this represents the aggregate grant date fair value. Assumptions made in the valuation of stock awards in this column are described in Array's financial statements included in the accompanying Annual Report to Shareholders for the year ended December 31, 2024. In addition, amounts reflected in this column for 2024 include modification charges incurred in connection with the adjustments to the 2021 performance share units with respect to a 15% discretionary increase to the awards final payout that was approved by the LTICC in February 2024. The aggregate modification charges reflected in the table above for Messrs. Therivel, Chambers, Irizarry and Lowell are $388,667, $104,085, $143,414 and $55,264, respectively.
The table below provides both the grant date fair value at target, and also at maximum, for the 2024 performance share unit awards using the March 4, 2024 grant date closing price of $34.71:
| Laurent C.Therivel | Douglas W.Chambers | Michael S.Irizarry | Kevin R. Lowell | |
|---|---|---|---|---|
| Grant Date Value (100%) | $2,386,313 | $719,052 | $969,068 | $610,722 |
| Maximum Value (175%) | $4,176,047 | $1,258,341 | $1,695,869 | $1,068,764 |
(c)Represents the portion of the annual bonus paid in 2025 with respect to 2024 performance that represents non-equity incentive plan compensation.
(d)Includes the portion of interest that exceeded the amount calculated utilizing 120% of the AFR at the time the interest rate was set. Each of the NEOs currently participates in a supplemental executive retirement plan (SERP). In addition, column (d) includes interest on any deferred salary or bonus that exceeded that calculation utilizing 120% of the AFR, if any.
| Laurent C.Therivel | Douglas W.Chambers | Michael S.Irizarry | Kevin R. Lowell | |
|---|---|---|---|---|
| Excess Earnings | ||||
| SERP | — | — | — | — |
| Deferred Salary or Bonus | — | — | — | — |
| Total Excess Earnings | — | — | — | — |
(e)Does not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is $10,000 or more.
| Laurent C.Therivel | Douglas W.Chambers | Michael S.Irizarry | Kevin R. Lowell | |
|---|---|---|---|---|
| Perquisites: | ||||
| Board Placement Search | — | — | $75,000 | — |
| Corporate automobile allowance, personal travel and executive physical expenses (3) | $17,801 | $18,685 | $18,615 | $10,439 |
| Total Perquisites if $10,000 or more | $17,801 | $18,685 | $93,615 | $10,439 |
| Contributions to Benefit Plans | ||||
| TDSP | $13,110 | $13,110 | $13,110 | $13,110 |
| TDS Pension Plan | $15,642 | $15,642 | $15,642 | $15,642 |
| SERP | $53,358 | $34,224 | $53,358 | $25,888 |
| Total, including perquisites if $10,000 or more | $99,911 | $81,661 | $175,725 | $65,079 |
Column (e) includes the following in 2024: (1) the total of any perquisites and personal benefits, to the extent that the aggregate incremental cost of such perquisites and personal benefits equals or exceeds $10,000 for each NEO and (2) contributions by Array for the benefit of the NEO under (a) the TDSP, (b) the TDS Pension Plan, and (c) the SERP.
(1) The amount reported for Mr. Therivel in the Bonus column for 2024 includes a $295,000 cash retention award paid on December 1, 2024 pursuant to the terms of the Therivel Letter Agreement.
(2) The amount reported for Mr. Irizarry in the All Other Compensation column for 2024 includes $75,000 which represents the reimbursement of amounts paid to an external search firm to assist Mr. Irizarry in obtaining a position on an outside board of directors.
(3) For healthcare privacy reasons, the same executive physical expense has been allocated to each NEO, which reflects the maximum reimbursed under the plan to any NEO in 2024.
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