Bilal Khan
Array TechnologiesAbout Bilal Khan
Bilal Khan (age 44) is an independent Class I director of Array Technologies, Inc. and a Senior Managing Director at Blackstone Inc.; he has served on Array’s board since 2021 and joined Blackstone in 2009 after prior roles at GTCR and Lazard M&A focused on Power & Utilities . He holds a BS in Applied Economics from Cornell (magna cum laude), an MBA from Wharton, and an MA in International Studies from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Frères | M&A, Power & Utilities focus | Not disclosed | Deal execution experience in energy/utilities |
| GTCR Golder Rauner | Associate | Not disclosed | PE investment analysis/execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Inc. | Senior Managing Director | Since 2009 | Involved in execution of investments (e.g., Sithe Global, Fisterra Energy, Transmission Developers, Aypa Power, Onyx Renewable Partners, Legence, Xpansive, Lancium, Trystar, Kindle Energy) |
No other public company directorships are disclosed for Mr. Khan in Array’s proxy .
Board Governance
- Classification and term: Class I director; board divided into three classes, with Class I serving until the 2027 Annual Meeting .
- Independence: Board determined Khan is “independent” under Nasdaq rules (and committee independence under Exchange Act rules) .
- Committee assignments: Member, Human Capital Committee (chair: Orlando Ashford; independent; 7 meetings in 2024; 100% committee attendance) .
- Audit and Nominating: Not listed as member on Audit or Nominating & Corporate Governance Committees; Audit (chair: Troy Alstead) and Nominating (chair: Brad Forth) are fully independent .
- Board attendance: Board held seven meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served; all nine directors attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors met in executive session during each regularly scheduled Board meeting in 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Structure/Vesting | Notes |
|---|---|---|---|
| Annual base retainer (cash) | $75,000 | Paid quarterly, prorated for partial year | Standard non‑employee director program |
| Equity retainer (RSUs) | $170,000 | RSUs vest in full on 1st anniversary; standard grant of 15,301 RSUs in 2024 | Standard program for directors generally |
| Khan equity treatment (per SPA) | Cash-settled “phantom” RSUs in lieu of equity | Vest on 1st anniversary; payable in cash based on stock price at vest | SPA required Blackstone nominee compensation be paid in cash; Khan did not receive stock awards in 2024 |
| 2024 director fees reported for Khan | $75,000 | n/a | Fees paid in cash |
| 2024 “non‑equity incentive plan compensation” (phantom RSUs payout) | $90,182 | Cash payout on vest of 5/23/2023 grant (vested 5/23/2024) | Cash-settled RSUs vesting amount recognized in 2024 |
| Total 2024 compensation reported for Khan | $165,182 | n/a | Sum of cash fees and cash-settled RSUs vesting |
Program retainer details: Committee chair cash retainers (Audit $25,000; Human Capital $17,500; Nominating $15,000) and Board Chair cash retainer $100,000; Khan is not disclosed as a chair and thus not shown with chair fees .
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None for directors (program consists of cash retainer and time-based RSUs/phantom RSUs) | No director performance metrics are described in the director compensation program |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | — |
Khan’s biography cites investment involvement across energy/utility portfolio companies but does not disclose other public company boards or committee roles at those companies .
Expertise & Qualifications
- Sector expertise: Energy, utility, and industrial sectors; power and renewables transaction experience; private equity deal execution .
- Finance/M&A: Prior roles in PE (GTCR) and Lazard M&A; relevant to capital allocation and strategic transactions oversight .
- Education: BS (Applied Economics, Cornell, magna cum laude), MBA (Wharton), MA (International Studies, UPenn) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Bilal Khan | — | — | Khan is shown with “—, —” in the beneficial ownership table; other directors generally have <1% ownership |
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Stock ownership guidelines: Non‑executive directors who receive compensation are expected to hold Company stock equal to 5× the base annual retainer; RSUs and deferred share units count, but unexercised options and unearned performance awards do not; compliance expected by the later of June 8, 2026 or five years from becoming a director .
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Hedging/pledging: Company policy prohibits hedging transactions and holding Company stock in margin accounts; pledging is not permitted (alignment safeguard) .
Governance Assessment
- Committee effectiveness: Khan serves on the Human Capital Committee (independent; 100% attendance, 7 meetings in 2024). The HCC oversees executive pay, director pay framework, human capital policies, and engages an independent consultant (Pay Governance), which the HCC assessed as independent with no conflicts; the consultant attended all HCC meetings in 2024 .
- Independence and conflicts: The Board affirmed Khan’s independence under Nasdaq rules. Khan was appointed in connection with Blackstone’s Series A Perpetual Preferred purchase under an SPA that required cash-only compensation for the Blackstone nominee; as of March 31, 2025, Blackstone no longer has registration rights, Board observer rights, or the right to designate a Board nominee—reducing ongoing interlock risk .
- Related-party oversight: Audit Committee pre-approves related-party transactions under a formal policy designed to ensure arms-length terms; Audit Committee also reviews internal controls and financial risk .
- Alignment signals:
- Positive: Independent status; robust anti-hedging/pledging policy; formal stock ownership guidelines; executive sessions at each regular Board meeting .
- Watch items: Khan reported no beneficial ownership; his director compensation is cash-only (phantom RSUs paid in cash) rather than equity RSUs, potentially reducing direct share-based alignment relative to peers; however, SPA-driven constraints have now expired as of March 31, 2025, which may allow future alignment via equity grants at the Board’s discretion .
RED FLAGS (contextual for investor confidence)
- Cash-only director compensation and “—” beneficial ownership listing may indicate lower “skin-in-the-game” versus typical equity-retained directors, though this stemmed from SPA terms tied to Blackstone’s investment and those rights have now lapsed, potentially mitigating the concern prospectively .
- Prior nomination linkage to a major shareholder (Blackstone) can be a perceived conflict; mitigation exists via independence determination and lapse of Blackstone designation rights effective March 31, 2025, plus Audit Committee related‑party controls .