Douglas W. Chambers
Interim President and Chief Executive Officer (until November 16, 2025) at ARRAY DIGITAL INFRASTRUCTURE
CEO
Executive
Board
About Douglas W. Chambers
Douglas W. Chambers, 56, served as interim President and CEO of Array Digital Infrastructure (f/k/a UScellular) beginning August 1, 2025 after six years as Executive Vice President, CFO and Treasurer; he joined Array from TDS in 2018 and has over 25 years of finance and operating experience. He holds a B.S. in Accounting from the University of Wisconsin–Madison and an MBA from Northwestern’s Kellogg School of Management; he has been a director of Array since January 2023 and stepped down from the Board November 16, 2025, transitioning to Senior Advisor through December 9, 2025 . Company performance metrics in 2024 included a TSR value of $173.05 for a $100 initial investment, Net Income of $(31.6) million, and Return on Capital of 3.5%, contextualizing pay-for-performance linkages to ROC and cash flow used in incentive plans .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Array Digital Infrastructure (formerly UScellular) | Interim President & CEO | Aug 2025–Nov 2025 | Led transition to tower-focused company post T-Mobile transaction; oversaw 4,400-owned tower portfolio and monetization of retained spectrum . |
| Array Digital Infrastructure (formerly UScellular) | EVP, CFO & Treasurer | 2018–2025 | Responsible for accounting, FP&A, revenue assurance, credit/collections, treasury, real estate, supply chain; instrumental in executing sale of wireless operations to T-Mobile . |
| Telephone and Data Systems (TDS) | Finance/leadership roles | 2007–2018 | Progressively senior finance roles supporting enterprise operations . |
| Midway Games, Inc. | Finance roles | 2004–2007 | Corporate finance leadership in gaming sector . |
| PricewaterhouseCoopers LLP | Audit/consulting | 1991–2004 | Foundation in audit/accounting; CPA background . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Red Cross (Southwest Wisconsin Chapter) | Board Member | Current | Community leadership; governance experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary ($) | $584,900 | $602,447 (3.0% increase effective 3/1/2024) |
| Base Salary paid (Summary Compensation Table) ($) | $580,401 | $598,804 |
Performance Compensation
Annual Bonus – 2024 Structure and Outcomes (Company metrics + Chair/Individual)
| Component | Weighting | Target | Actual/Result | Payout mechanics | Chambers’ payout impact |
|---|---|---|---|---|---|
| Consolidated Total Service Revenues | 35% of plan (50% of company portion) | $3,036M | $2,987M (98.4% of target) | Interpolated; weighted payout 46.0% | Included in 113% company performance factor applied to Chambers |
| Consolidated Operating Cash Flow | 28% of plan (40% of company portion) | $866M | $919M (106.2% of target) | Interpolated; weighted payout 56.4% | Included in 113% company performance factor |
| Consolidated Capital Expenditures | 7% of plan (10% of company portion) | $619M | $611M (98.7% of target) | Interpolated; weighted payout 10.6% | Included in 113% company performance factor |
| Chair’s Assessment | 10% | N/A | 126.0% | Discretionary assessment of goals & initiatives | $41,497 for Chambers |
| Individual Performance | 20% | N/A | Discretionary | Discretionary approval | $72,455 for Chambers |
Chambers’ 2024 bonus math:
- Base salary earnings: $598,804; target bonus: 55% ($329,342)
- Company portion (70%) paid at 113%: $260,510 “Non-Equity Incentive Plan Compensation”
- Chair assessment (10%) at 126%: $41,497; Individual performance (20%): $72,455; Bonus subtotal: $113,952
- Total 2024 bonus paid in 2025: $374,462
Long-Term Incentives – 2024 Grants and Performance
| Item | Target | Actual/Certified | Payout | Vesting |
|---|---|---|---|---|
| 2024 PSU target (Chambers) | 20,716 PSUs (grant 3/4/2024) | ROC: 2.10% vs 2.80% target; weighted 71.0% | Combined attainment 145.9%; final award 30,225 PSUs | Original 3-year cliff (to 3/4/2027); accelerated at Closing per Equity Acceleration Agreement |
| 2024 PSU metric – Simple Free Cash Flow | $246.8M target | $342.1M; weighted 74.9% (+24.8% discretionary adjustment net) | Contributed to total PSU attainment | As above |
| 2024 RSUs (Chambers) | 20,718 RSUs | N/A | Time-based; half of LTI mix | One-third vest annually; accelerated at Closing per Equity Acceleration Agreement |
| 2022 PSUs (Chambers) | 22,389 PSUs target | LTICC exercised discretion to 91% | Final 20,374 PSUs | As scheduled; subject to plan provisions |
Program design:
- Annual equity: 50% PSUs (ROC, Simple FCF), 50% RSUs; PSUs performance period 1 year with 3-year cliff vest; RSUs vest one-third annually .
Equity Ownership & Alignment
| Ownership element | Value |
|---|---|
| Beneficial ownership (Common Shares) as of Aug 1, 2025 | 110,900 shares (<1%) |
| Outstanding (12/31/2024) – RSUs | 20,718 shares; market value $1,299,433 |
| Outstanding (12/31/2024) – PSUs (final approved awards) | 30,225 shares; market value $1,895,712 |
| Hedging/Pledging | Directors/officers prohibited from hedging or pledging company stock |
| Stock ownership guidelines | No formal executive ownership policy |
| Options | No option awards disclosed for Chambers outstanding at FY-end 2024 |
Note: LTI awards were fully accelerated for Chambers immediately following the August 1, 2025 Closing under his Equity Acceleration Agreement, with performance-based awards granted in 2025 deemed at target; retention payback applies if he resigns without Good Reason before January 1, 2026 or fails to meet expectations through the Retention Date .
Employment Terms
| Term | Key provisions |
|---|---|
| Equity Acceleration Agreement (Aug 1, 2025) | All outstanding equity vested in full immediately following Closing; performance-based 2025 awards at target; retention payback equal to fair market value of accelerated shares if he resigns without Good Reason before Jan 1, 2026 or fails performance expectations through Retention Date . |
| Severance (Executive Severance Policy) | Lump sum equal to one year of base pay for involuntary separation without cause; discretionary benefits (e.g., prorated bonus, COBRA) may be provided . |
| Change-in-control (2013 & 2022 LTIP) | Board may accelerate vesting and deem performance measures satisfied; unassumed awards vest; double-trigger vesting if terminated within two years post CIC/Qualifying Transaction; the Aug 1, 2025 T-Mobile transaction constituted a CIC/Qualifying Transaction . |
| Clawback policy | Adopted in 2023; recovery of erroneously awarded incentive compensation upon certain financial restatements per NYSE/Dodd-Frank standards . |
| Potential payout (as of 12/31/2024 assumption) | Early vesting of stock awards $10,028,740 + severance $602,447 = total $10,631,187 (assumes $62.72 share price) . |
Board Governance
- Board service history: Chambers has served as a director since January 2023; non-independent director; stepped down November 16, 2025 concurrent with appointment of new CEO .
- Leadership structure and independence: Chair and CEO roles are separate; Array is a “controlled company” under NYSE standards (majority voting power held by TDS) and is exempt from certain independent committee requirements; Audit Committee is fully independent, but long-term incentive decisions now reside with the full Board after dissolution of LTICC in Aug 2025 .
- Committee roles: Chambers is not listed as a member of the Audit Committee or TAG Committee; independent members serve on Audit and TAG committees .
- Attendance and executive sessions: In 2024, each director attended at least 75% of board and committee meetings; non-management and independent directors hold executive sessions per NYSE requirements .
Performance & Track Record
- Strategic execution: As CFO, Chambers was instrumental in executing the sale of UScellular’s wireless operations to T-Mobile and the launch of Array as a tower-focused business; as interim CEO he oversaw operations of 4,400 owned towers and monetization of retained spectrum .
- 2024 performance context: Company’s pay-versus-performance disclosures show Compensation Actually Paid associated with ROC and cash flow measures; TSR value for $100 investment of $173.05 in 2024; Net Income $(31.6) million; ROC 3.5% .
Compensation Structure Analysis
- Mix and alignment: Chambers’ 2024 target total direct compensation emphasized variable pay with PSUs and RSUs linked to ROC and Simple Free Cash Flow; annual bonus used service revenues, operating cash flow, and capex to drive outcomes, plus Chair and individual components .
- Design shifts: LTICC dissolved in August 2025 with the full Board assuming equity plan determinations, increasing discretion at the Board level post-transaction; the company also applied discretionary adjustments to PSU attainment (e.g., license impairment exclusion and mid-band deployment adjustment) .
- Risk controls: Prohibitions on hedging/pledging and adoption of Dodd-Frank clawback mitigate misalignment risks; however, no formal executive stock ownership guidelines are in place .
Compensation Peer Group (Benchmarking)
The 2024 custom peer group used by Willis Towers Watson and LTICC included a mix of telecom, tech, and consumer companies (e.g., AMETEK, Crown Castle, Frontier, Hershey, Hilton, NCR Voyix, Paychex, Parsons, CommScope), with long-term incentive multiples calibrated to general industry and peer data for revenue $3–$6B .
Say-on-Pay & Shareholder Feedback
- Frequency and outcomes: Annual Say-on-Pay policy affirmed; shareholders overwhelmingly voted FOR Say-on-Pay for 2023 compensation at the 2024 meeting; Board and Chair consider outcomes in program design .
Related Party Transactions and Interlocks
Array has extensive formal arrangements with parent TDS (Intercompany Agreement, Tax Allocation Agreement, cash management, insurance sharing, employee benefit plans), and paid for shared services and legal counsel (Sidley Austin) in 2024–2025; these underscore controlled company dynamics and potential governance complexity .
Investment Implications
- Alignment and retention: Chambers’ 2024 pay featured strong performance linkage (ROC, cash flow, capex) and rigorous bonus caps; the post-CIC Equity Acceleration Agreement ensured continuity through year-end 2025 with retention payback, reducing near-term voluntary departure risk during the transition .
- Supply overhang watch: Full acceleration of equity awards at Closing may increase potential share supply when trading windows open, though hedging/pledging is prohibited and ownership guidelines are absent; monitor Form 4s and blackout windows for any selling activity and liquidity signals .
- Governance and discretion: Dissolution of the LTICC and migration of equity decisions to the full Board heightens reliance on board judgment in a controlled company context; investors should continue to track Say-on-Pay outcomes and any changes in incentive metric difficulty or discretionary adjustments to PSU attainment .
- Transition dynamics: With Anthony Carlson appointed President & CEO effective November 16, 2025 and Chambers stepping down from the Board, near-term execution risk lies in leadership handoff while the tower monetization strategy advances; watch for updated guidance and capital allocation policy under new leadership .