Brad Forth
Array TechnologiesAbout Brad Forth
Independent Director and Board Chair (age 60) at Array Technologies since October 2020; previously chair of Array’s predecessor since July 2016. Senior Partner and co‑founder at Neos Partners (June 2022), with prior roles as Managing Director at Oaktree (2009–2016), Senior Advisor to Oaktree’s GFI Energy Group (through March 2021), and CEO of Power Measurement (1996–2005). Electrical Engineering degree from the University of Victoria; recognized industry operator and investor in energy transition infrastructure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neos Partners | Senior Partner & Co‑Founder | Jun 2022–present | Investment focus on energy transition and critical infrastructure |
| Oaktree / GFI Energy Group | Managing Director; later Senior Advisor | MD 2009–2016; Advisor to Mar 2021 | Guided investments across power, utilities, energy sectors; interim CEO of Array in part of 2018 |
| GFI Energy Group | Partner | 2006–2009 | Energy sector private equity investing |
| Power Measurement, Inc. | CEO; earlier Design Engineer | CEO 1996–2005; company tenure 1988–2005 | Led digital power metering and energy management innovations |
| Array Technologies, Inc. | Interim CEO (portion of 2018); Board Chair | 2018 (portion); Chair since Oct 2020 | Governance leadership; separation of Chair and CEO roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shoals Technologies Group, Inc. (public) | Chairman of the Board | Member since 2017; Chairman current | Solar BOS components company; public company oversight |
Board Governance
- Roles: Board Chair (independent) and Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined Forth is independent under Nasdaq rules; all non‑management directors independent .
- Committee oversight (Nominating & Corporate Governance): Board composition, committee membership, governance guidelines, stockholder proposals, Board/committee effectiveness reviews, ESG oversight, non‑financial risk (including cybersecurity), CEO succession planning .
- Attendance: Board held 7 meetings in 2024; each director attended ≥75% of Board and applicable committee meetings; non‑employee directors held executive sessions at each regular meeting; all directors attended the 2024 annual meeting. Nominating & Corporate Governance Committee held 4 meetings with 100% attendance .
- Policies: Hedging/pledging prohibited; clawback policy compliant with Dodd‑Frank/SEC/Nasdaq; director stock ownership guidelines set at 5x base annual retainer; compliance expected by June 8, 2026 or within 5 years of appointment/promotion, with 50% net shares retention until compliant .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board base cash retainer | $75,000 | Paid quarterly |
| Board Chair cash retainer | $100,000 | Governance leadership premium |
| Nominating & Corporate Governance Chair cash retainer | $15,000 | Committee chair fee |
| Equity retainer (RSUs) | $170,000 | Granted at annual meeting; 15,301 RSUs for 2024 |
| Total 2024 Director Compensation | $360,000 | Fees in cash $190,000; stock awards $170,000 |
Performance Compensation
| Instrument | Grant Details | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | 15,301 RSUs for 2024 (aggregate grant date fair value $170,000) | Vests in full on the first anniversary of grant (annual meeting grant timing) | None (time‑based only) |
Director compensation is primarily fixed cash and time‑based RSUs; no performance metrics are attached to director equity grants .
Other Directorships & Interlocks
- Public company boards: Shoals Technologies Group, Inc. (Chairman) .
- Potential interlocks/conflicts: Shoals operates in utility‑scale solar BOS; Array is a solar tracker OEM—industry adjacency may require conflict oversight. Array’s Audit Committee must pre‑approve related party transactions; the proxy does not disclose any related‑party transactions involving Forth, Shoals, or Neos Partners .
Expertise & Qualifications
- Energy industry operator/investor; CEO experience; governance leadership; capital allocation in utilities/power and energy transition .
- Independent Board Chair with focus on governance, risk oversight, and CEO succession planning through Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (Mar 31, 2025) | 128,856 shares | <1% of outstanding |
| Directly held | 113,555 shares | As disclosed |
| RSUs vesting within 60 days (counted as beneficial) | 15,301 shares | 2024 annual director grant vesting on anniversary |
| Shares outstanding (reference) | 152,512,805 | Company total shares |
| Ownership guideline | 5x base annual retainer | Directors must meet by June 8, 2026; RSUs count; options/PSUs do not |
| Approx. value vs. guideline | ~$778k vs. $375k | 128,856 × $6.04 close (Dec 31, 2024) vs. 5 × $75k; indicates guideline met based on proxy valuation reference |
Insider Trades (recent)
| Date | Transaction | Amount/Price | Notes |
|---|---|---|---|
| 2025-05-21 | RSU vest → common shares acquired | 15,301 shares at $0 cost | Vesting of 2024 annual director RSUs |
| 2025-05-20 | RSU grant | 22,164 RSUs | New director RSUs grant; vests on first anniversary per plan |
Governance Assessment
- Board effectiveness: Separation of Chair/CEO; independent Chair; robust committee architecture with clear mandates; executive sessions each regular meeting; strong attendance—positive investor signal for oversight quality .
- Independence and alignment: Forth is independent; holds meaningful equity; director ownership guidelines and anti‑hedging/pledging enhance alignment .
- Compensation structure: Director pay is modest, balanced between cash and time‑based equity; chair premiums appropriate; no performance gaming risk in director pay .
- Conflicts/related parties: No related‑party transactions disclosed involving Forth; Audit Committee pre‑approval policy in place. External role at Shoals is industry‑adjacent—monitor for any supplier/customer dealings; none disclosed .
- RED FLAGS: None disclosed specific to Forth (no delinquent filings, pledging or hedging). Company notes a single Section 16 filing delay for an executive, not directors; Board maintains clawback and ownership policies—supportive of governance controls .
Overall, Forth’s governance profile is supportive of investor confidence: independent leadership, full committee engagement, aligned equity ownership, and no disclosed conflicts or related‑party exposure. Continuous monitoring of Shoals adjacency is prudent despite no disclosed transactions.