LeRoy T. Carlson, Jr.

About LeRoy T. Carlson, Jr.

LeRoy T. Carlson, Jr. (age 78) is a non‑independent director of Array Digital Infrastructure (AD), serving on the board since 1984. He is Vice Chair of Telephone and Data Systems (TDS) since February 2025, previously President (1981–Feb 2025) and CEO (1986–Feb 2025) of TDS, and former Chair of Array; he holds a BA from Harvard College and an MBA from Harvard Business School . At Array, he currently chairs the Technology Advisory Group (TAG) Committee; the board confirms all directors met at least 75% attendance in 2024 across 11 meetings (5 regular, 6 special) .

Past Roles

External Roles

Board Governance

• Independence and elections: Classified as Non‑Independent; nominated for election by the Series A shareholder (TDS), which elects six of nine Array directors under the controlled company structure . Array is a NYSE “controlled company” and claims certain committee exemptions .
• Committee assignments: Chairs the Technology Advisory Group (TAG) Committee (informational/advisory; 1 meeting in 2024) .
• Attendance and engagement: Board held 11 meetings in 2024; all directors attended at least 75% of board and assigned committee meetings .
• Leadership transition: Walter C. D. Carlson succeeded him as Chair of Array on Aug 1, 2025; roles of Chair and CEO are separated .

Fixed Compensation

• Director pay source: He received no compensation directly from Array for 2024 service; he was compensated by TDS for services at TDS and its subsidiaries. Approximately 65% of his 2024 TDS compensation expense was included by TDS in the total cost allocation charged to Array; Array did not receive line‑item detail, and his compensation was not quantified in Array’s proxy .
• Array’s non‑employee director program (context; not applicable to him as a TDS executive):
  • Annual cash retainer: $90,000 .
  • Annual equity retainer: $120,000 in fully vested Array common shares (2,836 shares at $43.01 on May 21, 2024) .
  • Meeting fees: $1,750 per Board/Audit/LTICC meeting .
  • Incremental work related to strategic alternatives: $15,000/month (Jan–Nov 2024) for independent directors .
  • No unvested stock awards outstanding for non‑employee directors at 12/31/2024 .
  • Reimbursement for board-related travel and education per policy .

Performance Compensation

• Directors at Array do not receive performance‑linked pay; however, as former Chair and comp decision‑maker in 2024 he oversaw NEO incentives. For transparency on governance of pay‑for‑performance under his remit in 2024:
  • 2024 Annual Incentive Plan metrics and weighting (Company portion equals 70% of total bonus):
    • Consolidated Total Service Revenues (35% overall plan weight), Consolidated Operating Cash Flow (28%), Consolidated Capital Expenditures (7%); Chair Assessment (10%), Individual Performance (20%) .
  • 2024 Company performance outcome: 113% of target (company metrics); Chair Assessment: 126% .
  • 2024 PSUs (for NEOs) metrics: Return on Capital (50%) and Simple Free Cash Flow (50%); certified attainment 145.9% after a 24.8 percentage point discretionary adjustment (license impairment exclusion; mid‑band deployment shortfall offset) .

Other Directorships & Interlocks

• Current: Director, TDS (since 1968) .
• Committee roles: Member, TDS Corporate Governance & Nominating Committee (since 2004) .
• Former public boards: Aerial Communications, Inc.; American Paging .
• Family and control links: Brother of Walter C. D. Carlson (Array Chair and TDS CEO/Chair); trustee/beneficiary ties to TDS Voting Trust that controls TDS (which controls Array) .

Expertise & Qualifications

• Sector experience: Multi‑decade leadership across telecom and wireless, including TDS CEO/President tenure and oversight of UScellular/Array .
• Technical/governance: Long‑standing role on technology advisory and governance committees (Array TAG Chair; TDS Governance & Nominating) .
• Education: BA, Harvard College; MBA, Harvard Business School .

Equity Ownership

• Pledging/hedging: Directors, officers and certain employees are prohibited from pledging or hedging Array shares; insider trading policy applies .

Governance Assessment

• Strengths

  • Separation of Chair and CEO roles; independent Audit Committee (all independent members) .
  • Documented board self‑assessment and cybersecurity oversight cadence (CISO updates, TAG engagement) .
  • Clawback policy adopted in 2023; annual Say‑on‑Pay, with 2024 vote (on 2023 pay) “overwhelmingly” approved; compensation consultant used for benchmarking .

• Conflicts/Red Flags

  • Controlled company: TDS elects 6/9 Array directors; governance exemptions from NYSE independence rules .
  • Non‑independence and familial ties: LeRoy is TDS Vice Chair; brother is Array Chair/TDS CEO—heightened related‑party and influence concerns .
  • Compensation interlocks: As former Array Chair, he functioned as the compensation committee for 2024 cash bonus/base salary decisions (LTICC handled equity), while being a TDS executive—potential conflict in executive pay oversight .
  • Intercompany dependencies: Auditor selection tied to TDS under Intercompany Agreement; expense allocations from TDS to Array include portions of his compensation but are not itemized—opacity risk .
  • Minimal direct AD “skin in the game”: No AD common shares listed for him as of Aug 1, 2025 (ownership alignment at the AD level appears limited), though he has material TDS holdings and voting‑trust influence at the parent .

Overall signal: Board influence and related‑party exposure are elevated due to TDS control, voting‑trust structure, and family ties; Audit independence is structurally supported by an independent committee, but compensation processes in 2024 reflected concentrated authority at the Chair (then LeRoy) for cash elements, necessitating close investor scrutiny of future compensation governance now that roles changed post‑transaction .

Notes on Related‑Party Exposure

• Auditor and services: Under the TDS intercompany agreement, Array engages the same auditor selected by TDS (PwC), with ratification sought annually; PwC fees disclosed at Array; selection influence is at parent level .
• Cost allocations: TDS allocates costs (including a portion of compensation for LeRoy and certain TDS executives) to Array without line‑item detail; allocation recorded as a single expense at Array .

Say‑on‑Pay & Shareholder Feedback

• Policy: Annual Say‑on‑Pay (shareholders chose annual frequency in 2023) .
• 2024 outcome (for 2023 pay): Overwhelming “FOR” vote, with management indicating continued review despite strong support .

Appendix: Director Compensation Program (Context)

All citations: