Neil Manning
Array TechnologiesAbout Neil Manning
Neil Manning is President and Chief Operating Officer at Array Technologies, promoted in June 2024 after joining as Chief Operations Officer on January 30, 2023; he was 52 at appointment, holds a BS in Mechanical Engineering (RPI) and an MBA (Virginia Tech), and leads global integrated supply chain, manufacturing, logistics, quality, business systems, and international operations/expansion priorities . Incentives emphasize operational and financial performance: annual bonuses are formulaic and weighted primarily to Adjusted EBITDA and Cash Conversion Cycle, while PSUs are tied to multi‑year revenue growth and adjusted EPS with a relative TSR modifier; notably, the 2022–2024 PSU cycle paid 0% due to goals not achieved, reinforcing pay/performance alignment but highlighting execution risk . The company prohibits pledging or hedging of shares and enforces strict blackout and pre‑clearance/10b5‑1 rules, reducing opportunistic trading risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rotork plc | Managing Director, Oil & Gas | Nov 2020 – Jan 2023 | Drove operational/commercial excellence; formulated Aftermarket program; launched ESG-focused strategy for energy sector |
| Rotork plc | Group Director, Site Services | Nov 2018 – Nov 2020 | Led Site Services business, underpinning later Oil & Gas leadership |
| Velocitel | Senior Vice President | Mar 2018 – Nov 2018 | Led site development services to carriers, tower companies, emerging providers |
| SiteSafe | Leader (turnaround) | N/A | Led field services company through multi‑year turnaround via process transformation/tech adoption |
| Corning; Sprint Nextel | Business Development and Operations leadership | N/A | Headed BD/Operations/Solutions Engineering teams in optical fiber and telecom sectors |
Fixed Compensation
| Year | Base salary paid ($) | Base salary rate at year-end ($) | Target bonus % | Actual bonus paid ($) |
|---|---|---|---|---|
| 2023 | 338,942 | — | 60% | 243,678 |
| 2024 | 418,991 | 450,000 (raised Apr 28, 2024 to 397,500; to 450,000 on May 26, 2024) | 70% (increased upon promotion effective May 26, 2024; blended for 2024) | 282,197 |
| 2025 | — | 465,000 | — | — |
Notes:
- 2024: HCC introduced a Six‑Month LIP with a collective cap of 95% of the original 2024 target payout across LIP/Six‑Month LIP .
Performance Compensation
Annual Incentive (LIP) – 2024 Design
| Metric | Weighting | Threshold | Target | Stretch | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 60% | 249M | 311M | 373M | Payout 0–200% by metric; 2024 LIP plus Six‑Month LIP capped at 95% of original 2024 target; clawback policy applies |
| Cash Conversion Cycle (days) | 30% | 104 | 83 | 69 | Linear interpolation between thresholds; HCC discretion to reduce payout up to 20% for ICFR remediation progress |
| Company MBOs: TRIR (bps) | 3.34% | 2.73 | 2.05 | 1.64 | Safety metric within MBOs |
| Company MBOs: On‑Time Delivery (%) | 3.33% | 86 | 92 | 96 | Operations metric |
| Company MBOs: Strategic Cost Objectives ($) | 3.33% | 4.0M | 6.0M | 8.0M | Cost actions metric |
Target bonus opportunity: 70% of base salary for Manning in 2024 (increased from 60% at promotion; blended for 2024) .
Long-Term Incentives – 2024 Grants (Equity)
| Award type | Grant date | Shares/Target | Grant date fair value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSU (Annual) | 03/12/2024 | 24,650 | 299,991 | Vests 1/3 each year on anniversaries of grant, subject to continued employment |
| RSU (Supplemental retention) | 09/24/2024 | 59,055 | 374,999 | 66 2/3% vests at 2 years; 33 1/3% at 3 years, subject to continued employment |
| PSU (2024–2026 cycle, target) | 05/21/2024 | 36,002 (target) | 422,663 | 3‑year performance; 50% avg annual revenue growth + 50% avg annual cumulative adjusted EPS; RTSR modifier vs three peer companies (85%/100%/115%); overall capped at 200% |
PSU cycle outcome history: 2022–2024 PSU cycle paid 0% (neither revenue growth nor cumulative adjusted EPS thresholds achieved) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares beneficially owned | % of shares outstanding |
|---|---|---|
| Neil Manning | 25,552 | <1% (asterisked in filing) |
As-of date and SO count: 152,512,805 shares outstanding at March 31, 2025 .
Outstanding Equity Awards (12/31/2024)
| Grant date | Type | Unvested/Unearned shares (#) | Reported value at $6.04 ($) |
|---|---|---|---|
| 02/15/2023 | RSU | 7,498 | 45,288 |
| 03/17/2023 | RSU | 9,764 | 58,975 |
| 03/12/2024 | RSU | 24,650 | 148,886 |
| 09/24/2024 | RSU (Supplemental) | 59,055 | 356,692 |
| 03/17/2023 | PSU (2023–2025 cycle) | 7,323 (unearned) | 44,231 |
| 05/21/2024 | PSU (2024–2026 cycle) | 18,001 (unearned) | 108,726 |
Vesting schedules:
- Annual RSUs: one‑third annually for three years from grant date .
- Supplemental 09/24/2024 RSUs: 66 2/3% on 09/24/2026; 33 1/3% on 09/24/2027 .
- PSUs: three‑year performance periods; 2022–2024 paid 0% .
Stock ownership policy and alignment:
- Executives (non‑CEO) must hold Company stock equal to 3x base salary within five years; unvested RSUs count; PSUs/options do not; non‑compliant executives must retain 50% of net shares from vesting until compliant; executives may not pledge Company shares; hedging prohibited .
- Prohibition on pledging/margin accounts reiterated in 10‑K Insider Trading Policy .
Trading controls (insider selling risk mitigants):
- Strict pre‑clearance, quarterly blackout windows, 10b5‑1 plan requirements (cool‑off periods, single‑plan limits, and disclosure) .
Employment Terms
Severance Framework (Executive Severance Plan)
- Double‑trigger CIC: severance requires a qualifying termination; outside CIC provides 100% of base salary for executives (COO) plus COBRA payments; within CIC provides 200% of base salary + target bonus plus 24 months COBRA; RSUs continue vesting (outside CIC over severance period) or accelerate (upon CIC termination per plan), PSUs pro‑rated or earned based on actuals as specified .
Potential Payments (as if terminated 12/31/2024)
| Scenario | Cash severance ($) | Benefit continuation ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| CIC + Qualifying termination | 1,530,000 | 57,758 | 609,841 | 305,914 | 2,503,513 |
| Qualifying termination (no CIC) | 450,000 | 28,879 | 609,841 | 129,116 | 1,217,836 |
| Death/Disability | — | — | 609,841 | 129,116 | 738,956 |
Other contractual protections:
- Confidentiality, non‑disparagement, and non‑solicitation with a two‑year restricted period post‑termination; inventions assignment agreement .
- Dodd‑Frank compliant clawback policy for erroneously‑awarded incentive compensation .
Investment Implications
- Pay for performance and execution risk: The 2022–2024 PSU cycle paid 0%, indicating rigorous targets and direct linkage of equity outcomes to multi‑year revenue growth and adjusted EPS; this alignment is shareholder‑friendly but increases retention risk if multi‑year goals aren’t met .
- Near‑term selling/vesting pressure: Manning holds multiple RSU tranches with significant vesting cliffs in 2026–2027 (e.g., 59,055 supplemental RSUs vesting 66 2/3% on 09/24/2026), which could create episodic supply; however, strict ownership guidelines (3x salary) and prohibited pledging/hedging temper discretionary sales .
- Incentive mix and metrics: 2024 annual bonus heavily weighted to Adjusted EBITDA and CCC, aligning incentives to profitability and working capital discipline; HCC retained discretion to reduce payouts for ICFR remediation progress, linking pay to governance/controls outcomes .
- Change‑of‑control economics: In a CIC termination, Manning’s package (200% salary+bonus, accelerated/continued equity vesting, COBRA) is meaningful but within market norms; potential payments table quantifies exposure (~$2.5M as of 12/31/2024), an important consideration for M&A scenarios .
- Governance and trading controls: Prohibitions on pledging/hedging, enforced blackout windows, and 10b5‑1 requirements reduce adverse signaling from insider trades and align behavior with long‑term value creation .