Xavier D. Williams
About Xavier D. Williams
Xavier D. Williams (age 57) is an independent director of Array Digital Infrastructure, Inc. (AD), serving since 2023. He is CEO of Network Wireless Solutions, LLC (NWS) since March 2022; previously he spent ~30 years at AT&T, most recently as President, Public Sector & FirstNet, and briefly served as CEO (Oct 2020–Jun 2021) and then Vice Chairman (Jul–Aug 2021) of American Virtual Cloud Technologies, Inc. He holds a B.S. in business administration (Edinboro University of Pennsylvania) and an MBA (University of Pittsburgh – Katz) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T, Inc. | Various leadership roles; most recently President, Public Sector & FirstNet | 1990–2020 | Led multi‑billion dollar nationwide wireless broadband network for first responders; broad B2B, sales, finance, product, operations and HR experience |
| American Virtual Cloud Technologies, Inc. | CEO; then Vice Chairman | CEO: Oct 2020–Jun 2021; Vice Chair: Jul–Aug 2021 | Public company leadership in secure managed cloud services, hardware and software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Network Wireless Solutions, LLC | CEO | Mar 2022–present | Infrastructure solutions for wireless/wireline providers |
| Public company boards (current) | — | — | None |
| Public company boards (former) | American Virtual Cloud Technologies, Inc. | 2020–2021 | Former executive and director |
Board Governance
- Independence and committees: Williams is an independent director and serves on the Audit Committee and the Technology Advisory Group (TAG) Committee . The Audit Committee (9 meetings in 2024) is fully independent and oversees financial reporting, related‑party transactions, cybersecurity, ESG, and auditor oversight . The TAG Committee reviewed technology matters (1 meeting in 2024) .
- Attendance and engagement: The Board held 11 meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
- Controlled company context: AD is a “controlled company” under NYSE rules due to TDS’ voting control, exempting AD from certain board committee independence requirements (e.g., compensation and nominating committees) . In August 2025, AD dissolved its Long‑Term Incentive Compensation Committee; the full Board now oversees equity plan decisions .
- Executive sessions: Non‑management directors meet in executive sessions; independent directors also meet at least annually without management .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $90,000 for non‑employee directors |
| Equity retainer | $120,000 in fully vested AD common shares at the annual meeting; in 2024 this equated to 2,836 shares at $43.01 (May 21, 2024) |
| Meeting fees | $1,750 per Board or Audit/LTICC meeting |
| Committee retainers | Audit Committee member: $11,000; Audit Chair: $22,000; LTICC member: $7,000; LTICC Chair: $14,000 |
| Special independent director fee | $15,000 per month (Jan–Nov 2024) tied to strategic alternatives review |
2024 actual for Williams (non‑employee director): Fees Earned $301,000; Stock Awards $121,976; Total $422,976 .
Performance Compensation (Director)
| Element | Structure | Metrics | 2024 Details |
|---|---|---|---|
| Annual equity award | Fully vested common shares at grant | None (not performance‑based) | 2,836 shares at $43.01 = $120,000 equivalent (for full‑year directors) |
| Unvested equity outstanding (year‑end) | None for non‑employee directors | N/A | No unvested director stock awards/options at 12/31/2024 |
Director equity is not performance‑conditioned; awards are fully vested at grant .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None (current public) | — | — | No current public boards disclosed |
| American Virtual Cloud Technologies, Inc. | Former executive/vice chair; former director | — | Former public company role; no AD supplier/customer interlock disclosed |
Expertise & Qualifications
- Telecommunications infrastructure leadership (AT&T FirstNet; NWS CEO) with broad B2B, sales, finance, product, operations, global experience .
- Technology and cloud services executive experience (American Virtual Cloud Technologies) .
- Education: B.S. Business Administration (Edinboro University); MBA (Univ. of Pittsburgh – Katz) .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Pledging/Hedging |
|---|---|---|---|
| Xavier D. Williams | 6,862 AD common shares (as of Aug 1, 2025) | Less than 1% | Company policy prohibits hedging/pledging by directors; no pledged shares indicated in ownership footnotes |
| Non‑employee director equity vesting | No unvested director stock awards at 12/31/2024 | — | — |
Governance Assessment
- Positives: Independent Audit Committee member (robust remit including related‑party oversight, cybersecurity); clear meeting attendance threshold met; no director hedging/pledging permitted; no related‑party transactions disclosed involving Mr. Williams; limits on other public board service stated in governance highlights .
- Considerations: AD’s “controlled company” status centralizes influence with TDS (reduced minority investor leverage); compensation and nominating committee independence exemptions apply; independent directors received special monthly fees in 2024 for strategic review (explainable, but investors may scrutinize) .
- Related‑party exposure (company‑level): Extensive intercompany arrangements with TDS (tax, cash management, services, insurance, legal) exist and are overseen (Audit Committee reviews related‑party transactions); no Williams‑specific related‑party items are identified in the proxy .
Board Governance (Quick Reference)
| Attribute | Status |
|---|---|
| Independence | Independent director; Audit Committee member (independent under NYSE/SEC 10A‑3) |
| Committees | Audit Committee; TAG Committee |
| Attendance | ≥75% in 2024 board/committee meetings (companywide disclosure) |
| Years on Board | Since 2023 |
| Controlled company context | Yes; TDS control; Board/committee structure reflects NYSE exemptions |
| Executive sessions | Non‑management and independent director sessions disclosed |
Director Compensation (2024)
| Name | Fees Earned | Stock Awards | Total |
|---|---|---|---|
| Xavier D. Williams | $301,000 | $121,976 | $422,976 |
Plan terms: $90,000 cash retainer; $120,000 equity retainer in fully vested shares at annual meeting (2,836 shares at $43.01 in 2024); $1,750 per meeting; committee retainers (Audit member $11,000; chair $22,000); plus $15,000/month special fee (Jan–Nov 2024) for independent directors during strategic alternatives review .
Potential Conflicts / Related‑Party Exposure
- No related‑party transactions involving Mr. Williams are disclosed in AD’s 2025 proxy. Company‑level related‑party items primarily involve TDS and affiliated arrangements (e.g., intercompany services, tax, insurance, legal), subject to Board/Audit oversight .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for directors; no pledging flagged for Williams .
- Controlled company governance (compensation and nominating independence exemptions) warrants ongoing monitoring by minority investors .
- No legal proceedings or regulatory investigations related to Williams disclosed in the proxy (not discussed) –.