James Zhu - Chief Accounting Officer | Array Technologies (ARRY) Executive Profile & Compensation

About James Zhu

James Zhu, age 63, is Chief Accounting Officer at Array Technologies, appointed March 19, 2024 after joining as SVP Finance & Accounting in December 2023; he holds a BA in Political Economics from Guangxi University and an MBA from Golden Gate University . Prior roles include CFO at Nutcracker Therapeutics (2020–2023), CFO at VoloAgri Group (2012–2020), CAO at First Solar (2009–2012), VP Corporate Controller at Salesforce, with earlier experience at Chiron and KPMG’s Assurance practice . Company performance during his tenure period included 2024 revenue of $915.8M and a net loss of $240.4M; compensation actually paid to executives fell alongside TSR declines, with the value of a fixed $100 investment in Array at $16.57 versus $29.84 for the peer group as of 12/31/2024; Adjusted EBITDA used for incentive purposes was $137.1M in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Nutcracker Therapeutics, Inc.	Chief Financial Officer	2020–2023	Led finance operations at a biotech; CFO role spanning scale-up phase
VoloAgri Group, Inc.	Chief Financial Officer	2012–2020	Oversaw finance at an mRNA therapeutics developer; long-tenure CFO
First Solar, Inc.	Chief Accounting Officer; previously VP Corporate Controller	2009–2012 (CAO); 2007–2009 (Controller)	Managed public company reporting and controls during growth phase
Salesforce, Inc.	VP Corporate Controller	Prior to 2007	Built controllership capabilities at a large-scale SaaS leader
Chiron Corporation	Finance roles	Prior	Healthcare industry finance experience
KPMG (Assurance)	Auditor	Early career	External audit grounding in reporting and controls

External Roles

Organization	Role	Years
Not disclosed	—	—
No public or nonprofit directorships disclosed for Zhu in the proxy .

Fixed Compensation

Item	2024	2025	Notes
Base Salary ($)	340,000	360,000 (↑5.9%)	Increase approved early 2025
Target Bonus (% of Salary)	50%	Not disclosed	Target set by HCC for 2024
Actual Annual Bonus ($)	161,500 (95% of target)	—	Company-wide cap applied at 95%
Sign-on Bonus ($)	85,000 (paid 2024)	—	Subject to pro-rated repayment if certain terminations within 18 months
Relocation ($)	75,000 (paid 2024)	—	Subject to pro-rated repayment if certain terminations within 18 months
Other Perqs (2024)	1,980 (life insurance)	—	Standard executive benefits

Performance Compensation

Annual Incentive Plan (2024 LIP + Six-Month LIP)

Metric	Weight	Threshold	Target	Stretch	Actual	Payout (% of target)
Adjusted EBITDA ($M)	60%	249	311	373	137	0
Cash Conversion Cycle (days)	30%	99	83	66	66	200
Company MBOs (TRIR, OTD, Cost)	10%	Various	Various	Various	TRIR 1.37; OTD 94%; Cost $9.0M	185
Six-Month LIP Cash ($M)	60%	275	300	325	364	200
Six-Month LIP Gross Margin (%)	25%	31.0	32.0	33.0	32.2	117
Six-Month LIP LSOW (#)	15%	4.0	4.5	6.0	6.9	200
Final Determination: 2024 LIP 78% and Six-Month LIP 179% averaged to 129%, capped at 95% of target for NEOs including Zhu .

Long-Term Equity Awards (2024)

Award Type	Grant Date	Shares / Target	Grant-Date Fair Value ($)	Vesting	Notes
RSU (annual)	03/12/2024	18,488	224,999	1/3 each year over 3 years	Standard RSUs
RSU (promotion)	03/19/2024	20,259	249,996	100% on 3rd anniversary	One-time with CAO appointment
RSU (supplemental)	09/24/2024	35,433	225,000	66 2/3% on 2nd anniversary; 33 1/3% on 3rd	Retention-focused
PSU (2024–2026)	05/21/2024	20,252 target	237,758	Earned at end of 3-year period; avg yearly revenue growth and adjusted EPS (50/50), RTSR modifier 85–115%, cap 200%	2022–2024 PSUs paid 0% for all NEOs

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	4,507 shares; <1% of outstanding
Ownership Guidelines	Executives must hold 3x base salary; compliance required by June 8, 2026 or within 5 years of becoming an executive; Zhu “in compliance or on track” as of 12/31/2024
Hedging/Pledging	Prohibited for directors, officers, employees; margin accounts and hedging transactions barred
Options	No stock options granted under LTIP; none exercised in 2024
Clawback	Dodd-Frank/Nasdaq-compliant clawback for erroneously-awarded incentive comp

Outstanding Equity Awards (as of 12/31/2024):

Award	Shares Unvested	Market Value ($6.04/share)
RSU (03/12/2024)	18,488	111,668
RSU (03/19/2024)	20,259	122,364
RSU (09/24/2024)	35,433	214,015
PSU Threshold (05/21/2024)	10,126	61,161

Vesting Timeline and Potential Insider Supply:

03/12 RSUs: 1/3 each on 03/12/2025, 03/12/2026, 03/12/2027, subject to service .
03/19 RSUs: 100% on 03/19/2027, subject to service .
09/24 RSUs: 66 2/3% on 09/24/2026 and 33 1/3% on 09/24/2027, subject to service .
05/21/2024 PSUs: payout on 05/21/2027 subject to 2024–2026 revenue growth and adjusted EPS goals with RTSR modifier .

Employment Terms

Provision	Summary
Executive Severance Plan (amended Apr 4, 2024)	Without Cause/Good Reason (non-CIC): Cash severance = 100% of base salary; COBRA premium paid for 12 months; RSUs continue to vest on schedule; PSUs remain outstanding and eligible, pro-rated for service .
Change-in-Control (double trigger)	If termination occurs upon/within 24 months after a CIC: Cash severance = 200% of base salary + target bonus; COBRA for 24 months; RSUs fully vest at termination; earned PSUs (based on performance through CIC) fully vest .
Death/Disability	RSUs fully vest; PSUs vest at target pro-rated if before end of performance period, or at actual performance if after .
Restrictive Covenants	Confidentiality, non-disparagement, non-solicitation agreements include 2-year non-compete and non-solicit post-termination .
Deferred Compensation Plan	Adopted May 21, 2024; allows deferrals of base and cash incentive with company matching above IRS limits; no NEO participation in 2024; company contributions vest after 2 years .
Ownership/Trading Policies	Hedging/pledging prohibited; stock ownership guidelines require 3x salary and retention of 50% of net shares until compliant; clawback policy in place .

Investment Implications

Alignment and pay-for-performance: Zhu’s variable pay is meaningful but realized bonuses were capped at 95% due to mid-year plan changes; PSUs for 2022–2024 paid zero, signaling high performance hurdles and potential misalignment if PSU goals remain out of reach amid macro pressures (rates/IRA uncertainty) .
Retention risk and insider supply: Supplemental RSUs with back-end vesting in 2026–2027 indicate a retention priority; watch for potential selling windows around 03/12/2025/2026/2027, 09/24/2026/2027, and PSU vest date around 05/21/2027, subject to trading windows and ownership guideline retention requirements .
Ownership “skin in the game”: Direct ownership is 4,507 shares (<1%); guidelines require 3x salary by 2026, implying ongoing net share retention from vesting events rather than outright selling, which moderates near-term sell pressure .
Change-in-control economics: Double-trigger severance at 200% of base plus target bonus, with accelerated vesting, is competitive and could influence behavior in strategic transactions; no tax gross-ups (shareholder-friendly) .
Execution signals: Company performance in 2024 was challenged (Revenue $915.8M, Net loss $240.4M; EBITDA metric missed) while CCC and operational MBOs outperformed; remediation of material weaknesses was an explicit compensation consideration, highlighting internal control execution as a key lever under Zhu’s remit .
Governance and risk: Strong policies on hedging/pledging and clawbacks reduce misalignment risk; absence of options and heavy use of RSUs/PSUs shifts compensation toward retention and long-term value creation, but historic PSU non-vesting underscores execution risk on growth and EPS targets .