Gerrard Schmid
Array TechnologiesAbout Gerrard Schmid
Gerrard Schmid (age 56) is a Class III independent director at Array Technologies, Inc., serving since August 2021. He is a former CEO in banking, payments, and fintech, currently on the boards of Computershare Limited (public) and Ingenico (private; Apollo portfolio), and previously served as interim co-CEO of Ingenico (Jan–Apr 2023). He holds a B.Sc. in Aeronautical Engineering (University of Witwatersrand) and a MASc in Aerospace Engineering (University of Toronto) . The Board has affirmatively determined Schmid is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diebold Nixdorf Inc. | Chief Executive Officer | Feb 2018–Mar 2022 | Led global banking/retail/electric vehicle infrastructure hardware/software company |
| D+H Corporation | Chief Executive Officer | 2012–2017 | Oversaw global fintech; preceded by COO (2009–2012) |
| D+H – Filogix | President & CEO | 2007–2009 | Mortgage/real estate tech provider |
| McKinsey & Company | Senior roles | Prior years | Focused on financial services and technology |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Computershare Limited | Director | Public | Current; global leader in transfer agency and related services |
| Ingenico (Apollo portfolio) | Director; interim co-CEO | Private | Interim co-CEO Jan–Apr 2023; current director |
| ISACA | Director (prior) | Non-profit/professional association | Focused on IT governance and cybersecurity certification/training |
Board Governance
| Attribute | Detail |
|---|---|
| Board classification | Class III director |
| Independence | Independent director under Nasdaq rules |
| Committees | Audit Committee member; Human Capital Committee member |
| Committee attendance (2024) | Audit: 8 meetings, 100% attendance; Human Capital: 7 meetings, 100% attendance |
| Board attendance (2024) | All directors attended ≥75% of board/committee meetings; all nine directors attended 2024 Annual Meeting; executive sessions held during each regular board meeting |
| Audit Committee report signatory | Included on Audit Committee report (underscores active oversight) |
Fixed Compensation (Director)
| Component (2024) | Amount/Units | Details |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly |
| Equity retainer (RSUs) | $170,000 | 15,301 RSUs; vest in full on first anniversary of grant |
| Committee chair fees | $0 | Not a chair; chair fees are Audit $25k, Human Capital $17.5k, Nominating $15k |
| Board chair retainer | $0 | Board chair retainer ($100k) applies to Board Chair (Brad Forth) |
| Total (2024) | $245,000 | Fees $75,000 + Stock awards $170,000 |
Performance Compensation (Director)
| Component | Performance Metric(s) | Target/Payout | Vesting |
|---|---|---|---|
| Annual director equity | None (time-based RSUs) | Not performance-conditioned | RSUs vest 100% on first anniversary of grant |
Array does not use performance-based metrics for director compensation; equity grants are time-based RSUs paid annually .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Consideration | Evidence |
|---|---|---|---|
| Computershare Limited | Transfer agent to Array; Schmid is director | Interlock: Schmid serves on the board of Array’s transfer agent; any related-party evaluation would fall under Audit Committee policy and procedures | Schmid’s role: ; Transfer agent reference: ; Related-party review framework: |
| Ingenico (Apollo portfolio) | Payment terminals/software | No known direct Array business; private company role noted |
Array’s Audit Committee reviews and pre-approves related-party transactions; policy includes standards and exceptions for certain relationships and requires arm’s-length terms .
Expertise & Qualifications
- Former multi-company CEO with global experience in banking, payments, and fintech; prior COO and consulting background in financial services/technology .
- Strong governance exposure via service on public and private boards; familiarity with IT governance and cybersecurity (prior ISACA board) .
- Engineering education reinforces technical literacy; relevant to Array’s industrial technology context .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 63,621 | <1% of outstanding shares |
| Directly held shares | 48,320 | As of Mar 31, 2025 |
| RSUs counted (vest within 60 days) | 15,301 | Included in beneficial ownership per SEC rules |
| Shares outstanding (reference) | 152,512,805 | For % calculation context |
| Ownership % | <1% | As disclosed |
| Director stock ownership guideline | 5× base annual retainer | RSUs count toward compliance; options/uneamed performance awards do not; compliance due by later of Jun 8, 2026 or 5 years from becoming director |
| Hedging/pledging policy | Prohibited | Applies to directors, officers, employees |
Insider Trades
| Year | Form | Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|---|
| 2024 | — | — | No director-specific trades disclosed in proxy | — | — | Company states directors complied with Section 16(a) in 2024; only exception cited relates to an executive (Neil Manning) administrative timing |
Governance Assessment
- Board effectiveness: Schmid is active on two core committees (Audit and Human Capital) with perfect 2024 attendance; he also appears on the Audit Committee report, signaling substantive engagement in financial oversight .
- Independence: Affirmed by the Board under Nasdaq rules; no related-party transactions involving Schmid are disclosed in the proxy .
- Alignment: Director pay is balanced and standard ($75k cash + $170k RSUs), with RSUs vesting annually; beneficial ownership includes time-based RSUs and direct holdings; directors are subject to robust ownership guidelines and hedging/pledging prohibitions .
- Compensation oversight: As a Human Capital Committee member, Schmid participates in CEO/NEO pay decisions, peer benchmarking, and clawback policy oversight; the committee uses an independent consultant (Pay Governance) .
- Executive sessions and attendance: Non-employee directors meet in executive session at each regular board meeting; all directors attended the 2024 annual meeting .
RED FLAGS and Watch Items
- Potential interlock: Schmid’s board role at Computershare (Array’s transfer agent) is a structural interlock; while common, it warrants scrutiny of related-party governance and independence in transfer agent oversight. Ensure any engagements adhere to Audit Committee policy and arm’s-length standards .
- Performance risk context: Company-wide PSUs for executives did not vest for the 2022–2024 period (none of the thresholds were met), highlighting challenging performance; while not director pay, it informs oversight demands on Human Capital Committee members (including Schmid) to calibrate metrics and retention design appropriately .
- No director-specific pay anomalies: Schmid is not a chair and receives standard fees; no meeting fees or option repricing practices are used; board prohibits hedging/pledging and maintains a clawback policy for executives .
Overall, Schmid’s committee engagement and independence support investor confidence; the Computershare interlock should be transparently managed under Array’s related-party framework and Audit Committee oversight .