Harry J. Harczak, Jr.
About Harry J. Harczak, Jr.
Independent director of Array Digital Infrastructure, Inc. (AD), age 69, and Managing Director of Sawdust Capital, LLC since 2008. He is a CPA (inactive) with a B.S. in Accounting from DePaul University and an MBA from the University of Chicago, and has held senior executive roles at CDW (including CFO and EVP of Sales, Marketing and Business Development) and was a partner at PwC. He has served on AD’s board since 2003 and is the Audit Committee Chair and the Board-designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation | Chief Financial Officer; later EVP of Sales, Marketing & Business Development; other executive roles | 1994–2007 | Executive leadership across finance, sales, operations; public company CFO experience |
| PricewaterhouseCoopers LLP | Partner | Not disclosed | Public accounting and audit expertise; foundation for “financial expert” designation |
| Sawdust Capital, LLC | Managing Director | 2008–present | Private investment leadership; ongoing finance and operations perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tech Data Corporation (public) | Director | 2008–2020 | Audit Committee Chair; Cybertech Committee member |
| Current public company boards | None | — | — |
Board Governance
- Independence: Qualifies as independent under NYSE and SEC Rule 10A‑3 (Audit Committee) .
- Committees: Audit Committee (Chair; financial expert); Technology Advisory Group (TAG) Committee member .
- Committee activity: Audit Committee held 9 meetings in fiscal 2024 .
- Board activity and attendance: Board held 11 meetings in 2024 (5 regular, 6 special tied to strategic alternatives); each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee report: Signed by Harczak as Chair; committee recommended inclusion of audited financial statements in the Form 10‑K and intends to re-engage PwC for FY2025 after evaluation, noting lead partner rotation in 2023 and long firm tenure since 2002 .
- Executive sessions: Non‑management directors meet regularly without management; independent directors meet at least annually without management/non‑independent directors .
Fixed Compensation (Non‑Employee Director Pay Structure)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non‑employee directors |
| Meeting fees (Board and Audit/LTICC) | $1,750 per meeting | Paid quarterly with retainers |
| Committee retainers (schedule disclosed) | “$22,000, Chair of Audit Committee $11,000, Audit Committee $14,000, Chair of LTICC $7,000, LTICC” | Company disclosed this schedule; structure indicates role‑based differentials |
| Additional compensation (strategic alternatives review) | $15,000 per month (Jan–Nov 2024) | For independent directors during the review period |
2024 Director Compensation (actual paid):
| Name | Fees Earned (Cash) | Stock Awards (Grant‑Date Fair Value) | Total |
|---|---|---|---|
| Harry J. Harczak, Jr. | $312,000 | $121,976 | $433,976 |
Performance Compensation (Director Equity)
| Component | Grant Date | Shares/Units | Valuation | Vesting | Notes |
|---|---|---|---|---|---|
| Annual equity retainer | May 21, 2024 | 2,836 Common Shares | $120,000 based on $43.01 close | Fully vested at grant | Standard director grant; fully vested common shares |
| Accounting fair value (for 2024 table) | 2024 | — | $121,976 | — | As reported in 2024 Director Compensation table |
- Director‑specific performance metrics: None disclosed for non‑employee directors; equity retainer is time/role‑based and fully vested at grant (no PSUs/options for directors at 12/31/2024) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None |
| Former public boards | Tech Data Corporation (2008–2020); Audit Committee Chair; Cybertech Committee |
| Interlocks/controlled company context | AD is a “controlled company” under NYSE rules (TDS elects 6 of 9 directors), exempting AD from certain independence requirements for compensation and nominating committees . |
Expertise & Qualifications
- Financial expertise: SEC‑designated audit committee “financial expert”; CPA (inactive) .
- Industry & functional: Deep finance, audit, operations, and sales/marketing leadership from CDW and PwC; board oversight of cybersecurity through Audit and TAG committees .
- Education: B.S. Accounting (DePaul University); MBA (University of Chicago) .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Voting Power % | Notes |
|---|---|---|---|---|
| AD Common Shares | 21,334 | <1% | <1% | As of Aug 1, 2025; none pledged |
| TDS Common / Series A | — / — | — | — | No TDS holdings disclosed for Harczak |
- Hedging/pledging: Company policy prohibits directors, officers and specified employees from pledging, shorting, or engaging in derivatives in AD or TDS securities; policy referenced in 2024 Form 10‑K (Exhibit 19) .
- Director ownership guidelines: No formal executive officer stock ownership policy; no separate director ownership guidelines disclosed in proxy .
Governance Assessment
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Strengths
- Long‑tenured independent director with deep audit/finance pedigree (PwC partner; CDW CFO) and SEC “financial expert” designation; serves as Audit Committee Chair overseeing financial reporting, ICFR, auditor oversight, cybersecurity and related‑party review .
- Demonstrated engagement: Audit Committee met 9x; Board met 11x in 2024, with each director ≥75% attendance .
- Robust auditor oversight disclosure, including evaluation of tenure, partner rotation and service quality; Audit Committee report signed by Harczak .
- Anti‑hedging/pledging policy and no pledging disclosed for Harczak’s shares .
-
Watch items / potential red flags
- Controlled company status (TDS controls voting): reduced need for majority‑independent board and independent comp/nom‑gov committees; full Board (not an independent comp committee) will set equity plan determinations post‑August 2025 .
- Related‑party exposure: Significant legal spend with Sidley Austin ($11 million from Jan 1, 2024–Jun 30, 2025); Audit Committee reviews RPTs, but company states it has no separate written policies/procedures for Item 404(b) beyond committee review .
- Extraordinary director cash fees tied to strategic alternatives ($15k/month for 11 months in 2024) increase cash mix and may raise perceived incentive alignment concerns; Harczak’s 2024 cash fees were elevated ($312k) .
- No disclosed director stock ownership guidelines; director equity grants are fully vested at grant, reducing retention/long‑term alignment features vs RSUs/DSUs that vest over time .
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Context
- Governance structure evolved following the T‑Mobile transaction, board size reduced to nine, and committee responsibilities reallocated; Audit remains fully independent .
Overall, Harczak’s audit leadership and financial expertise support board effectiveness, particularly amid portfolio transition; however, controlled company dynamics, RPT posture, and fully vested director equity warrant monitoring for investor alignment and independence optics .