Gina Gunning
Array TechnologiesAbout Gina Gunning
Chief Legal Officer and Corporate Secretary of Array Technologies since January 27, 2025; age 58; JD and BA from the University of Notre Dame. Background spans 25+ years across Jones Day (capital markets partner), FirstEnergy (Associate General Counsel), and GrafTech International (CLO & Corporate Secretary) with expertise in SEC reporting, governance, M&A, capital markets, executive compensation, litigation, and global compliance . Context on company performance incentives: 2022–2024 PSUs paid 0% (no revenue growth or adjusted EPS targets achieved), while 2024 cash LIP paid at 95% of target after a mid-year plan revision; 2025 say‑on‑pay failed (more “Against” than “For”), indicating investor scrutiny of pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GrafTech International Ltd. | Chief Legal Officer & Corporate Secretary | 2018–Jan 2025 | Led legal department, strategic legal frameworks, global litigation/arbitrations |
| FirstEnergy Corp. | Associate General Counsel | 2012–2018 | Led SEC reporting, business development, capital markets; corporate and executive compensation topics |
| Jones Day | Partner (Capital Markets) | Not disclosed | Advised Fortune 500 on corporate finance and governance |
| Cliffs Natural Resources Inc. | Senior legal roles | Not disclosed | Corporate/M&A and securities law exposure (as disclosed by Array) |
External Roles
- None disclosed in public filings for public-company directorships as of the 2025 proxy .
Fixed Compensation
| Component | Amount/Rate | Timing/Term | Notes |
|---|---|---|---|
| Base salary | $445,000 | Ongoing; eligible for review beginning March 2026 | Per offer letter |
| Target annual bonus | 65% of salary | Effective Jan 27, 2025 (2025 plan year) | Based on company and individual metrics at HCC discretion |
| 2024 “equivalent” bonus | $270,000 | Paid March 2025 | Make-whole for prior employer; repayment if resign w/o good reason or for cause within 24 months |
| Buyout cash bonuses | $175,000 total (2×$87,500) | Onboarding: 2nd payroll and 6 months after start | Make-whole for forfeited awards; 24‑month clawback on voluntary or for‑cause terminations |
| Relocation bonus | $100,000 | Upon initiation of relocation | Repayment if terminate for cause or resign w/o good reason on/before 18 months post‑relocation |
| Benefits & D&O | Per company plans; D&O indemnification & coverage; enhanced LTD/IDI | Effective first day of employment | D&O indemnification agreement; combined LTD/IDI up to $27,500/mo |
Performance Compensation
2025 equity (structure for role)
| Instrument | Grant date fair value | Performance design | Vesting |
|---|---|---|---|
| Annual LTIP (eligible, subject to approval) | $760,000 total | 50% PSUs; 50% RSUs | PSUs: cliff after FY2025–FY2027 on company criteria; RSUs: 3 equal annual installments from grant anniversary |
| Initial onboarding RSUs | $300,000 | Time-based | 3 equal annual installments from Jan 27, 2025 |
Notes on PSU framework (company standard): 2024 PSU design uses 50% 3‑yr average revenue growth and 50% 3‑yr cumulative adjusted EPS with an RTSR modifier (85–115%) and a 200% cap; treatment under CoC/termination as described below .
Company 2024 LIP outcomes (context for incentive calibration)
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 60% | 249M | 311M | 373M | 137M | 0% |
| Cash Conversion Cycle (days) | 30% | 99 | 83 | 66 | 66 | 200% |
| MBOs (TRIR, OTD, cost) | 10% | See below | See below | See below | TRIR 1.37; OTD 94%; Cost $9.0M | 185% (component) |
| Six‑Month LIP (2H24) Cash ($) | 60% | 275M | 300M | 325M | 364M | 200% |
| Six‑Month LIP Gross Margin (%) | 25% | 31 | 32 | 33 | 32.2 | 117% |
| Six‑Month LIP LSOW (#) | 15% | 4 | 4.5 | 6 | 6.9 | 200% |
| Overall payout | — | — | — | — | — | 129% average of (78% LIP, 179% 2H LIP), capped to 95% paid |
Plan governance notes:
- H2’24 LIP adopted to address macro headwinds; overall cap reduced to 95% of original 2024 target .
- PSU vesting: 2022 grants paid 0% for 2022–2024 (no thresholds met) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Ownership guidelines | 3× base salary for executive officers (other than CEO), measured by FMV of shares; compliance by later of June 8, 2026 or within 5 years of becoming an executive; must retain 50% of net shares from vesting/exercise until compliant . For Gunning, 3×$445k = $1.335M guideline value (derived from policy and salary) . |
| Hedging/pledging | Hedging and pledging prohibited for officers/directors under insider trading policy . |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback for erroneously awarded incentive compensation after a restatement (no-fault) . |
| 10b5‑1 plans | No director or officer adopted, amended, or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 plans in Q1 2025 . |
| Grants/vesting calendar | Initial RSUs: $300k vests 1/3 on Jan 27, 2026/2027/2028; 2025 annual RSUs (if approved) vest in 3 equal installments from grant date; 2025 PSUs (if approved) cliff‑vest post FY2027 subject to performance . |
| Beneficial ownership | Not separately tabulated for Gunning in 2025 proxy beneficial ownership table (NEOs/directors listed; Gunning joined in 2025 and is not an NEO for 2024) . |
Employment Terms
| Term | Detail |
|---|---|
| Effective date; role; location | Jan 27, 2025; CLO & Corporate Secretary; based in Chandler, AZ . |
| Employment status | At‑will; standard PTO (20 days), company holidays, expense reimbursement . |
| Severance plan coverage | Eligible for severance under Executive Severance Plan (ESP) upon termination without cause or resignation for good reason; also eligible if terminated w/o cause or resign for good reason within 12 months post‑change‑in‑control; requires signed release; amounts per ESP (not enumerated in offer) . |
| Cause/Good Reason | “Cause” includes felony/dishonesty, intoxication/drugs, repeated failure to perform (after notice/opportunity to cure), fiduciary breach/gross negligence/willful misconduct, material policy violations, or breach of restrictive covenants (after notice/opportunity to cure); “Good Reason” includes material salary reduction, relocation >50 miles (except as contemplated), or adverse role/title change (with notice/cure windows) . |
| Equity treatment (company-wide plan terms) | RSUs: qualifying termination not in CoC – 2024 awards continue vesting; death/disability or qualifying termination in/within 24 months post‑CoC – immediate vest; PSUs: remain outstanding and eligible pro‑rata to performance (or vest at target on death/disability), with earned PSUs vesting immediately upon qualifying termination post‑CoC (per 2024 award terms) . |
| Restrictive covenants | Confidentiality; inventions assignment; non‑disparagement; non‑solicitation of customers/suppliers and employees for 24 months post‑termination . |
| D&O and indemnification | Covered by company D&O policies; standard D&O indemnification agreement . |
Compensation Structure Analysis
- Mix and calibration: 2025 package balances cash (base + target 65%) with significant equity (onboarding RSUs and annual LTIP split 50/50 PSUs/RSUs), consistent with company practice targeting market 50th percentile; PSU design emphasizes multi‑year revenue growth and adjusted EPS with RTSR modifier and a 200% cap .
- Retention levers: Upfront $300k RSUs, relocation and cash make‑wholes ($270k FY2024 bonus equivalent; $175k buyout) create near‑term golden handcuffs via repayment conditions; stock ownership rules and 50% net‑share retention slow near‑term selling pressure .
- Plan changes and investor signaling: 2024 LIP was modified mid‑year and capped at 95%, and a supplemental RSU grant was used for executives, reflecting shift to more time‑based equity amidst missed PSU outcomes; 2025 say‑on‑pay failed, elevating governance risk and potential pressure on metric rigor and equity mix in 2025+ designs .
Risk Indicators & Red Flags
- Say‑on‑pay: 2025 advisory vote failed (For: 56.6M; Against: 60.9M), indicating investor concern on executive pay alignment and plan design; management/HCC will face engagement and potential changes .
- PSU non‑vesting: 2022–2024 PSU cycle paid 0% (missed 3‑yr revenue growth and adjusted EPS), highlighting execution risk and higher bar for future payouts .
- Hedging/pledging prohibited; robust clawback adopted (mitigates alignment risks) .
Compensation Committee & Benchmarking
- HCC composition: Orlando Ashford (Chair), Tracy Jokinen, Bilal Khan, Gerrard Schmid; 100% independent; Pay Governance as independent consultant .
- Peer group: 2024 peers included Enphase, Fluence, Nextracker, Shoals, SolarEdge, Sunrun, etc.; 2025 changes removed First Solar, Generac, SunPower; added American Superconductor, Helios Technologies, Rogers Corporation; target pay philosophy at ~50th percentile, with above‑target only for strong performance .
Investment Implications
- Alignment and retention: Strong alignment from ownership guidelines (3× salary) and net‑share retention; near‑term forced holding and absence of 10b5‑1 plans reduce immediate selling pressure; vesting events begin Jan 2026 (onboarding RSUs), with 2025 RSUs (if approved) adding 2026–2028 cadence .
- Performance sensitivity: A higher share of at‑risk PSUs exposes realized pay to multi‑year revenue and adjusted EPS performance plus RTSR; prior PSU zero‑vesting and 2024 LIP revisions suggest heightened execution risk and potential for lower realized equity value if targets remain demanding .
- Governance overhang: Failed 2025 say‑on‑pay will likely drive sharper pay‑for‑performance recalibration (metric rigor, weighting, mix skew to performance equity) and investor engagement; watch for HCC adjustments in 2025 grants and disclosure cadence .
- Change‑of‑control economics: ESP provides severance for no‑cause/Good Reason and CoC (12‑month window per offer); equity terms under awards provide continued vesting/acceleration under specified scenarios; aggregate acceleration risk exists but is bounded by PSU “earn‑out” provisions .
Key watch items: (1) 2025 LTIP calibration (metrics and targets), (2) any revisions to bonus plan design post say‑on‑pay, (3) adoption of 10b5‑1 plans or large scheduled vests beginning 2026, (4) ESP and equity treatment disclosures specific to 2025 awards in next proxy/10‑K.
Citations:
- Appointment, background and education:
- Offer letter, salary/bonus/make‑wholes/relocation, LTI and onboarding RSUs, severance triggers, restrictive covenants, benefits/D&O:
- 10b5‑1 plan status:
- Ownership guidelines, hedging/pledging, clawback:
- HCC, consultant, peer group, pay philosophy:
- LIP/metrics/outcomes and 2024 revisions; supplemental RSUs; capped payout:
- PSUs: 2022–2024 zero vesting; 2024 PSU design and CoC treatment:
- Say‑on‑pay 2025 results: