Keith Jennings
Array TechnologiesAbout Keith Jennings
H. Keith Jennings, age 55, is Chief Financial Officer of Array Technologies, Inc. effective January 6, 2025; he holds a B.Comm from the University of Toronto and an MBA from Columbia University . He brings over three decades of finance leadership including prior CFO roles and board experience (audit chair) at Noble Corporation and director at 5E Advanced Materials . Company performance context: Array revenues declined in FY 2024 versus FY 2023 while EBITDA remained positive; see the multi-year table below for revenue and EBITDA trajectory . On the Q4 2024 earnings call, Jennings highlighted near-term EBITDA margin pressures from shipment timing and the roll-off of 45X amortization and noted limited safe harbor orders in the book, informing execution priorities in his first year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Weatherford International | EVP & CFO | Sep 2020–Jul 2022 | Led post-bankruptcy transformation, debt restructuring, and Nasdaq up-listing |
| Calumet Specialty Products Partners, L.P. | EVP & CFO | Nov 2019–Sep 2020 | Senior finance leadership during portfolio optimization |
| Eastman Chemical Company | VP Finance; VP & Treasurer | 2016–2019 | Corporate finance leadership and treasury oversight |
| Cameron International Corporation | VP & Treasurer | 2009–2016 | Global treasury, capital markets, and risk management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Noble Corporation (NYSE: NE) | Non-executive director; Audit Chair | Since Nov 2023 | Governance and audit leadership |
| 5E Advanced Materials (Nasdaq: FEAM) | Non-executive director | Since Oct 2022 | Stepping down end of 2024 |
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Base Salary | $500,000 initial annual base salary | |
| Target Annual Bonus | 80% of base salary; based on Company and individual objectives | |
| One-time Cash (Relocation) | $100,000 | |
| One-time RSU Grant | $500,000 grant date fair value; time-based RSUs vest in full on third anniversary of grant date | |
| Annual LTIP Eligibility | $1,500,000 grant date fair value; 50% PSUs (3-year performance), 50% RSUs (annual tranches over 3 years) |
Performance Compensation
| Element | Metric | Weighting | Target/Cap | Vesting/Payout | Notes |
|---|---|---|---|---|---|
| PSUs (LTIP) | Revenue growth (3-year average) | 50% (historical construct) | Payouts capped at 200% of target | Cliff vest after 3 years | Historical PSU design based 50% on revenue growth and 50% on cumulative adjusted EPS with TSR modifier; valuation via Monte Carlo |
| PSUs (LTIP) | Cumulative adjusted EPS (3-year) | 50% (historical construct) | Payouts capped at 200% of target | Cliff vest after 3 years | TSR modifier adjusts vesting vs index; no dividends; performance criteria set by Human Capital Committee |
| RSUs (LTIP) | Time-based | 50% of annual LTIP award | — | Vest in three equal annual installments beginning first anniversary | Subject to continued employment |
| One-time RSUs | Time-based | 100% | — | Full vest on third anniversary of grant date | Onboarding equity; Form 3 shows 74,738 RSUs granted Jan 15, 2025 |
Equity Ownership & Alignment
| Item | Details | Source |
|---|---|---|
| Initial RSUs (Form 3) | 74,738 RSUs granted Jan 15, 2025; vest in full Jan 15, 2028 | |
| Potential Ownership vs Shares Outstanding | 74,738 RSUs vs 152,512,805 shares outstanding as of Mar 31, 2025 ≈ 0.049% (potential, not counted outstanding) | |
| Stock Ownership Guidelines | 3x base salary for executives other than CEO; compliance required by later of June 8, 2026 or within 5 years; must retain 50% of net shares until compliant | |
| Hedging/Pledging | Hedging and pledging of Company stock prohibited | |
| Clawback Policy | Recoupment of erroneously-awarded incentive comp upon an accounting restatement; Dodd-Frank/SEC/Nasdaq compliant |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Start | Appointed CFO Dec 1, 2024; employment effective Jan 6, 2025 | |
| At-will | Offer Letter allows termination with or without cause or notice | |
| Severance (non-CIC) | 100% of annual base salary; Company-paid COBRA premiums for 12 months (subject to election); continued vesting of RSUs over severance period; PSUs remain outstanding and eligible based on actual performance, pro-rated | |
| Severance (CIC within 12 months) | 200% of base salary + target annual bonus; Company-paid COBRA for 24 months; RSUs continue to vest; PSUs earned based on actual performance through CIC and continue to vest; earned PSUs fully vest upon qualifying termination post-CIC | |
| Restrictive Covenants | Confidentiality, non-disparagement, and non-solicit; 2-year restricted period post-termination for non-compete/non-solicit |
Performance & Track Record
- Early CFO commentary (Q4 2024 call): Lower Q1 EBITDA margin expected due to shipment timing and roll-off of 45X amortization; safe harbor orders are <10% of order book with no new safe harbor orders in book at the time, signaling focus on margin cadence and mix quality .
- Prior transformation experience: At Weatherford, Jennings led post-bankruptcy transformation including debt restructuring and Nasdaq up-listing; relevant for capital structure and operational discipline at Array .
Multi-year Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $853,318,000 | $1,637,546,000 | $1,576,551,000 | $915,807,000 |
| EBITDA ($USD) | -$10,657,000* | $69,461,000* | $257,356,000* | $135,245,000* |
Values retrieved from S&P Global.*
Compensation Committee, Governance, and Peer Group
- Human Capital Committee: Independent committee (Orlando D. Ashford – Chair; Tracy Jokinen; Bilal Khan; Gerrard Schmid) oversees executive compensation, peer selection, stock ownership guidelines, and clawbacks; retains Pay Governance as independent consultant with no conflicts .
- Compensation philosophy and practices: Targets ~50th percentile market range; quantitative metrics underpin STIP and LTIP; robust stock ownership guidelines; no hedging/pledging; no tax gross-ups in current CIC agreements; no option repricing without shareholder approval .
- Compensation peer group (2024): Enphase, ESCO, First Solar, Fluence, Franklin Electric, FTC Solar, Generac, Gibraltar, Lindsay, Littelfuse, Nextracker, Power Integrations, Shoals, SolarEdge, SunPower, Sunrun, Timken . 2025 changes: removed First Solar, Generac, SunPower; added American Superconductor, Helios Technologies, Rogers .
Insider Transactions and Vesting Cadence
- Initial disclosure: Form 3 filed Jan 16, 2025 reporting 74,738 RSUs granted Jan 15, 2025 (3-year full vest) .
- Recent Form 4 activity: No Form 4 insider transactions identified for ARRY in the period Dec 1, 2024–Nov 18, 2025, indicating no reported open-market sales or option exercises in that timeframe for Jennings; focus remains on scheduled RSU and PSU vesting [ListDocuments result: 0 type 4 filings].
Investment Implications
- Alignment: High equity mix with PSUs tied to multi-year revenue and EPS, capped payouts, stringent ownership guidelines, and anti-hedging/pledging policies support pay-for-performance alignment and shareholder-friendly governance .
- Retention and overhang: Onboarding RSUs vesting at the 3-year mark and annual RSU/PSU cadence provide retention hooks; severance terms are moderate (1x salary non-CIC; 2x salary+bonus CIC) with continued equity vesting under specified scenarios, limiting forced-selling pressure while maintaining executive retention .
- Execution risk: Near-term margin pressures cited by Jennings and industry cyclicality suggest focus on mix/pricing and incentive structures aligned with multi-year performance; prior transformation credentials at Weatherford improve confidence in capital allocation and margin discipline .
- Governance quality: Independent committee, external consultant, 50th percentile targeting, clawback compliance, and no tax gross-ups reduce governance risk and pay inflation hazards; evolving peer group reflects right-sizing benchmarking as business conditions change .
Overall: Jennings’ package emphasizes long-term equity with disciplined severance/CIC mechanics and strong governance guardrails. Absent insider sales, vesting cadence points to a medium-term retention profile; monitoring PSU metric calibration, payout outcomes, and any changes to severance triggers or peer group composition will be key for assessing compensation risk and potential trading signals over his first full year.