Vicki L. Villacrez
Executive Vice President, Chief Financial Officer and Treasurer at ARRAY DIGITAL INFRASTRUCTURE
Executive
Board
About Vicki L. Villacrez
Executive Vice President, Chief Financial Officer and Treasurer of Array Digital Infrastructure, Inc. (assumed role at the August 1, 2025 closing) and a non‑independent director since 2022; also Executive Vice President and CFO of Telephone and Data Systems (TDS) since 2022 and a TDS director since August 2023 . Age 63, CPA; B.S. in Accounting (Upper Iowa University) and MBA (Edgewood College); 30+ years of finance and strategic planning roles across the TDS enterprise . Company performance context (pre-sale 2024): net income −$31.6M, Return on Capital 3.5%, and a $100 investment in company stock valued at $173.05 by year-end; TSR peer group value $108.72 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TDS | Executive Vice President & CFO | 2022–present | Enterprise finance leadership, capital allocation, and strategic analysis across TDS and subsidiaries |
| TDS | Senior Financial Advisor | Feb–May 2022 | Transition advisory to enterprise finance leadership |
| TDS Telecom (subsidiary of TDS) | SVP Finance & CFO | 2017–2022 | Led finance for operating subsidiary; planning, reporting, and execution oversight |
| TDS Telecom | VP Finance & CFO | 2012–2017 | Advanced finance leadership and strategic planning |
| TDS/TDS Telecom | Progressive finance roles | 1989–2012 | Financial analysis and strategic planning leadership within TDS enterprise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Array Digital Infrastructure, Inc. | Director (Non-Independent) | 2022–present | Elected by Series A holder; also AD’s CFO & Treasurer |
| Telephone and Data Systems, Inc. | Director | Aug 2023–present | Dual role as TDS CFO and director |
Fixed Compensation
| Element | Program Design (Array) | Villacrez Disclosure at Array |
|---|---|---|
| Base salary | Set by Chair (and CEO recommendations) based on role, market data, and performance; typical merit increases 2–4% | Not itemized by Array; compensated by TDS, with a portion of TDS compensation expense allocated to Array but not identified or quantified |
| Annual cash bonus | Company metrics (service revenues, operating cash flow, capex) plus Chair and individual assessments; target and caps set annually | Not disclosed for Villacrez at Array; program details apply enterprise‑wide |
| Perquisites & benefits | 401(k), pension, health/welfare; SERP available; limited perquisites | Not specifically itemized for Villacrez by Array; her compensation is reflected at TDS |
Performance Compensation
Annual Incentive Plan metrics and 2024 actuals (company-level, illustrative of program design):
| Metric | Weighting (Overall Plan) | Target | Actual | Results vs Target | Weighted Contribution |
|---|---|---|---|---|---|
| Consolidated Total Service Revenues ($M) | 35% | $3,036 | $2,987 | 98.4% | 46.0% |
| Consolidated Operating Cash Flow ($M) | 28% | $866 | $919 | 106.2% | 56.4% |
| Consolidated Capital Expenditures ($M) | 7% | $619 | $611 | 98.7% | 10.6% |
| Chair Assessment | 10% | — | 126.0% | — | — |
| Individual Performance | 20% | — | Discretionary | — | — |
| Total Company Performance Payout | 70% | — | 113.0% | — | — |
PSU framework and 2024 attainment (enterprise program design):
| Metric | Weight | Target | Actual | Performance Attainment | Vesting Schedule |
|---|---|---|---|---|---|
| Return on Capital (%) | 50% | 2.80% | 2.10% | 71.0% | PSUs originally cliff-vest on Mar 4, 2027, subject to employment; vesting treatment can accelerate in change-in-control scenarios |
| Simple Free Cash Flow ($M) | 50% | $246.8 | $342.1 | 74.9% | Same as above |
| Total PSU Payout | — | — | — | 145.9% (incl. 24.8 pp discretionary adjustment for license impairment exclusion and mid-band deployment reduction) | — |
RSUs vest one‑third annually on each grant anniversary (time‑based) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Array beneficial ownership | Villacrez held no Array Common Shares as of Aug 1, 2025; pledge status not indicated beyond standard prohibition |
| TDS beneficial ownership | 153,728 TDS Common Shares; includes 59,145 shares acquirable/vesting within 60 days; percentages <1% |
| Hedging/pledging | Directors, officers and certain employees prohibited from pledging or hedging Array shares; derivative trading prohibitions in insider trading policy |
| Stock ownership guidelines | Array had no formal stock ownership policy for executive officers |
Employment Terms
| Term | Detail |
|---|---|
| Role start at Array | Assumed Executive Vice President, CFO & Treasurer at August 1, 2025 deal closing |
| Executive status | Listed as an executive officer of Array (with Walter C.D. Carlson and Douglas W. Chambers) |
| Severance policy | Executive Severance Policy provides lump sum equal to one year of base pay upon involuntary separation without cause; discretionary additions may include prorated bonus and COBRA |
| Change-in-control treatment | LTIPs allow acceleration/assumption/substitution at Board discretion; awards vest fully if not continued/substituted or upon certain strategic scenarios; double-trigger protections if terminated within two years; performance awards deemed achieved at target in certain cases |
| Clawback | Policy adopted in 2023 requiring recovery of erroneously awarded incentive compensation upon certain financial restatements under NYSE rules |
| Non-compete/other covenants | Not disclosed for Villacrez; Array’s policies described for other executives where applicable |
Board Governance
- Non‑independent director since 2022; elected by Series A Common Shareholder (TDS) .
- Committee roles: not listed as a member of the Audit Committee or TAG Committee; Audit Committee is fully independent (Harczak—Chair, Iriarte, Williams) .
- Board meeting attendance: each director attended at least 75% of board and committee meetings in 2024 .
- Governance structure: Chair (Walter C.D. Carlson) and CEO (Douglas W. Chambers) roles are separated; Array is a controlled company under NYSE standards and exempt from certain independence requirements .
- Executive sessions: non‑management and independent directors hold executive sessions; independent directors meet at least annually without management .
Director Compensation
| Element | Standard (Non-Employee Directors) | Villacrez Treatment |
|---|---|---|
| Annual cash retainer | $90,000 | Not paid by Array; she received no direct Array director compensation in 2024 due to TDS employment; a portion of TDS compensation expense was allocated to Array but not identified |
| Annual equity retainer | $120,000 in fully vested Array shares (rounded to whole shares) | Not paid by Array |
| Meeting fees | $1,750 per Board/Audit/LTICC meeting | Not paid by Array |
| Additional 2024 special monthly fee | $15,000/month Jan–Nov 2024 for independent directors during strategic review | Not applicable to Villacrez |
Other Directorships & Interlocks
- TDS Board director since Aug 2023 and TDS EVP & CFO; overlaps with Array governance as a controlled company; numerous intercompany agreements, shared services, insurance cost sharing, tax allocation and registration rights govern ongoing related‑party arrangements .
Compensation Structure Analysis
- Pay mix emphasizes variable compensation and equity (PSUs and RSUs), aligning with pay for performance; annual incentive capped at 184.5% and PSUs at 175% .
- Performance metrics tied to revenue, operating cash flow, capex, ROC and simple free cash flow; 2024 PSU payout included discretionary adjustments (license impairment exclusion and mid‑band deployment reduction), adding 24.8 percentage points—discretion warrants monitoring for calibration rigor .
- Best‑practice features include hedging/pledging prohibitions and a Dodd‑Frank/NYSE‑compliant clawback policy adopted in 2023 .
- Controlled company structure: LTICC was independent in 2024 but dissolved at closing; full Board now determines equity compensation, increasing oversight by non-independent directors; consultant support from Willis Towers Watson with no identified conflicts .
Equity Ownership & Alignment Details
| Holder | Array Common Shares | Pledged/Hedged | Notes |
|---|---|---|---|
| Vicki L. Villacrez | — | Prohibited by policy | No Array ownership shown; prohibited from pledging/hedging per governance highlights and insider trading policy |
Say‑on‑Pay & Peer Benchmarking
- 2024 Say‑on‑Pay: shareholders overwhelmingly voted FOR the company’s 2023 NEO compensation; compensation program retained core design with regular review .
- 2024 peer benchmarking: custom peer group used alongside general industry data (revenues $3–6B) to calibrate long‑term incentives .
Investment Implications
- Governance and dual-role considerations: Villacrez’s concurrent roles as Array CFO/Treasurer and TDS CFO/Director reinforce parent‑subsidiary alignment in a controlled company but raise independence and potential conflict considerations; compensation and equity decisions may increasingly be overseen by a non‑independent full Board post‑LTICC dissolution .
- Alignment and selling pressure: no Array share ownership disclosed for Villacrez and prohibitions on hedging/pledging mitigate forced selling and alignment risks; absence of formal executive ownership guidelines reduces visibility on “skin‑in‑the‑game” at Array .
- Incentive levers: enterprise incentives emphasize cash generation and ROC; 2024 PSU discretionary adjustments indicate willingness to normalize for one‑off items, which may influence payout sensitivity; monitor calibration and disclosure as the business pivots to towers .
- Retention and change‑in‑control: standard executive severance (one‑year base) and robust LTIP change‑in‑control protections provide retention and transition scaffolding; specifics for Villacrez not separately disclosed, but program terms apply to executive officers .