Jayanthi Iyengar
Array TechnologiesAbout Jayanthi (Jay) Iyengar
Independent director at Array Technologies since May 2021; age 63. She is Executive Vice President and Chief Technology & Strategic Sourcing Officer at Oshkosh Corporation (since Jan 2022), and previously served as Chief Technology & Quality Officer at CNH Industrial (2019–Jan 2022) and SVP/Chief Innovation & Technology Officer at Xylem (2015–2019). She holds a BTech (Mysore University), MTech (IIT), and MS (Wayne State), and brings 30+ years of international engineering, technology, and supply chain leadership across automotive, aerospace, and water technology sectors . She is affirmed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNH Industrial N.V. | Chief Technology & Quality Officer | 2019 – Jan 2022 | Led technology and quality across global equipment businesses |
| Xylem Inc. | SVP & Chief Innovation & Technology Officer | 2015 – 2019 | Drove innovation in water technology |
| Fiat Chrysler Automobiles; Eaton Aerospace; Delphi/General Motors | Various engineering/product development roles | Not disclosed (career since 1988) | Progressive engineering and supply chain responsibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oshkosh Corporation | EVP, Chief Technology & Strategic Sourcing Officer | Jan 2022 – present | Global industrial technology company |
| IEEE Vehicular Technology Society | Board member | Not disclosed | Professional association |
| Engineering Tomorrow (non-profit) | Board member | Current | STEM education focused non-profit |
Board Governance
- Independence: The Board determined Ms. Iyengar is independent under Nasdaq rules; all non-management directors are independent .
- Committees: Member, Nominating & Corporate Governance Committee (chair: Brad Forth) . Not on Audit or Human Capital Committees .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings during their service period . Nominating & Corporate Governance Committee held 4 meetings in 2024 with 100% attendance (committee-level) .
- Executive sessions: Non-employee directors met in executive session at each regularly scheduled Board meeting in 2024 .
- Board leadership: Independent Board Chair (Brad Forth); CEO and Chair roles are separated .
- Policies: Prohibition on hedging and pledging of Company stock for directors/officers/employees ; clawback policy compliant with SEC/Nasdaq for erroneously-awarded incentive compensation .
- Stock ownership guidelines: Non-executive directors must hold Company stock equal to 5x base annual retainer; compliance required by the later of June 8, 2026 or within five years of becoming a director (RSUs count; options and unearned PSUs do not) .
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Paid quarterly |
| Committee chair fees | 0 | Not a chair |
| Meeting fees | 0 | Not disclosed/applicable |
| Total cash fees (2024) | 75,000 | 2024 actual |
Performance Compensation (Director)
| Grant Type | Grant Size | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual equity retainer (RSUs) | 15,301 RSUs | 170,000 | Vests in full on first anniversary of grant date, subject to continued service |
The 2024 director equity retainer was set by dividing $170,000 by the grant-date closing price; RSUs are issued at the annual meeting .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography |
| Private/non-profit boards | IEEE Vehicular Technology Society; Engineering Tomorrow (non-profit) |
| Interlocks with Array competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Deep technology and engineering leadership; manufacturing and strategic sourcing expertise; global operating experience across regulated industrials .
- Governance exposure via Nominating & Corporate Governance Committee oversight (including ESG and cybersecurity risk processes) .
- Technical education (Mechanical Engineering) and executive roles in innovation and quality management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Jayanthi (Jay) Iyengar | 51,643 | <1% | 36,342 shares held directly ; 15,301 RSUs vesting within 60 days of Mar 31, 2025 |
- Anti-hedging/pledging policy applies to directors (alignment safeguard) .
- Director stock ownership guidelines require 5x cash retainer; compliance timeline as noted above .
Governance Assessment
- Strengths: Independent status; strong attendance and engagement (committee-level 100% in 2024; Board executive sessions at every regular meeting) . Relevant operational and technology expertise for a manufacturing/supply chain-driven solar hardware business . Equity-based retainer supports alignment; Company policy prohibits hedging/pledging and includes a clawback program .
- Committee role: Service on Nominating & Corporate Governance adds influence over board composition, ESG oversight, and non-financial enterprise risk including cybersecurity; committee fully independent .
- Compensation alignment: Standard cash/equity mix for Array directors (cash $75k; RSUs $170k) with 1-year vest aligns tenure and service continuity; no option grants; no meeting fees .
- Potential conflicts/related-party exposure: No related-party transactions involving Ms. Iyengar are disclosed in the provided sections; Audit Committee reviews/approves related-party transactions as part of its charter .
- RED FLAGS: None evident from the proxy regarding attendance, independence, hedging/pledging, or director pay anomalies .