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
Table of Potential Payments upon Termination or Change in Control
2024 Table of Potential Payments upon Termination or Change in Control
| Name | Early Vesting of Stock Awards | Other | Total |
|---|---|---|---|
| Laurent C. Therivel | |||
| Unvested Restricted Stock Unit Awards and Bonus Match Units for 292,501 Common Shares (1) | $18,345,663 | $18,345,663 | |
| Unvested Performance Share Unit Awards for 309,893 Common Shares (1)(2) | $19,436,489 | $19,436,489 | |
| Unvested Accomplishment Award for 48,340 Common Shares (1) | $3,031,905 | $3,031,905 | |
| One-Year of Current Salary as Severance (3) | $903,200 | $903,200 | |
| Aggregate Totals | $40,814,057 | $903,200 | $41,717,257 |
| Douglas W. Chambers | |||
| Unvested Restricted Stock Unit Awards for 66,151 Common Shares | $4,148,991 | $4,148,991 | |
| Unvested Performance Share Unit Awards for 93,746 Common Shares (2) | $5,879,749 | $5,879,749 | |
| One-Year of Current Salary as Severance (3) | $602,447 | $602,447 | |
| Aggregate Totals | $10,028,740 | $602,447 | $10,631,187 |
| Michael S. Irizarry | |||
| Unvested Restricted Stock Unit Awards for 84,494 Common Shares | $5,299,464 | $5,299,464 | |
| Unvested Performance Share Unit Awards for 120,195 Common Shares (2) | $7,538,630 | $7,538,630 | |
| One-Year of Current Salary as Severance (3) | $804,100 | $804,100 | |
| Aggregate Totals | $12,838,094 | $804,100 | $13,642,194 |
| Kevin R. Lowell | |||
| Unvested Restricted Stock Unit Awards for 47,809 Common Shares | $2,998,580 | $2,998,580 | |
| Unvested Performance Share Unit Awards for 71,251 Common Shares (2) | $4,468,863 | $4,468,863 | |
| One-Year of Current Salary as Severance (3) | $511,704 | $511,704 | |
| Aggregate Totals | $7,467,443 | $511,704 | $7,979,147 |
The amounts listed in the table above represent the maximum potential value of accelerated restricted stock units, performance share units and any bonus match units assuming that a triggering event took place on December 31, 2024 and that the price per share of the registrant's securities was $62.72, the closing market price of Array Common Shares as of December 31, 2024, the last business day of 2024.
(1)Pursuant to the Therivel Letter Agreement, in the event of a change in control of Array prior to April 1, 2027, the Chair would recommend that one-third of the Accomplishment Award vest and all of his other outstanding equity awards vest in full. In addition, the Therivel Letter Agreement provided that, in the event Mr. Therivel's employment was involuntarily terminated by Array without cause, he would receive pro-rated vesting of his outstanding equity awards, other than his Accomplishment Award (the value of such pro-rated awards was $20,436,246 based on the closing market price of Array Common Shares as of December 31, 2024).
(2)Represents the maximum number of unvested performance share units that would become vested based upon the greater of (i) actual achievement through December 31, 2024 and (ii) the target achievement level. The above table reflects the 2022 performance share units at the target amount since target exceeded actual achievement through December 31, 2024 and the 2023 and 2024 performance share units are reflected at the actual achievement since actual achievement exceeded target through December 31, 2024.
(3)Pursuant to the Therivel Letter Agreement, in the event Mr. Therivel's employment terminated involuntarily without cause prior to April 1, 2027, Array would pay him a severance amount equal to his then current annual base salary. Pursuant to the Executive Severance Policy, in the event that Mr. Chambers, Mr. Irizarry or Mr. Lowell's employment terminated as a result of an "involuntary separation without cause," they would be entitled to receive severance pay in a lump sum cash payment equal to one year of base pay.
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