Orlando Ashford
Array TechnologiesAbout Orlando D. Ashford
Orlando D. Ashford, age 56, has served as an independent director of Array Technologies since October 2020. He is Interim CEO of the National Black MBA Association (since February 2025), and holds BS and MS degrees in Organizational Leadership and Industrial Technology from Purdue University; he is recognized for extensive executive-level human capital and board experience, including prior roles at Fanatics, Azamara Cruises, Holland America Line (Carnival plc), Mercer, Marsh & McLennan, Coca-Cola, and Motorola, and currently chairs the board of Perrigo Company plc and serves on the boards of State Farm Life and Fire . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fanatics Holdings, Inc. | Chief People Officer | Oct 2022 – Feb 2025 | Human capital leadership at global sporting company |
| Azamara Cruises | Executive Chairman | Mar 2021 – Oct 2022 | Strategic leadership of cruise line |
| Holland America Line (Carnival plc) | President | Dec 2014 – Jun 2020 | Oversaw sales/marketing, revenue management, deployment, PR, hotel ops, strategy |
| Mercer LLC/Mercer Inc. | President, Talent business segment | 2012 – 2014 | Led global talent consulting segment |
| Marsh & McLennan Companies, Inc. | SVP, Chief HR & Communications Officer | 2008 – 2012 | Enterprise HR and communications leadership |
| The Coca-Cola Company | Group Director HR, Eurasia & Africa | Not disclosed | Regional HR leadership |
| Motorola, Inc. | VP Global HR Strategy & Org Development | Not disclosed | HR strategy/OD leadership |
| Mercer Delta Consulting; Ameritech; Andersen Consulting | Various leadership positions | Not disclosed | Consulting and telecom leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| National Black MBA Association | Interim CEO | Feb 2025 – present | Non-profit leadership |
| Perrigo Company plc | Board Chair | Not disclosed | Chairs Perrigo’s board |
| State Farm Life and Fire | Director | Not disclosed | Board service |
Board Governance
- Board class and role: Class I director; Board currently eight members post-2025 meeting; Board chair is independent (Brad Forth) and CEO is separate, supporting oversight effectiveness .
- Committee assignments: Chair, Human Capital Committee (HCC); Member, Nominating & Corporate Governance Committee (NCGC) .
- Committee independence and attendance:
- HCC: 100% independent; 7 meetings in 2024; 100% attendance .
- NCGC: 100% independent; 4 meetings in 2024; 100% attendance .
- Audit Committee: 100% independent; 8 meetings in 2024; 100% attendance (for completeness; Ashford is not a member) .
- Board meetings and engagement: Board held 7 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; non-employee directors met in executive session at each regular Board meeting .
- Independence: Board determined Ashford and other non-management directors are independent under Nasdaq and Exchange Act rules .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $75,000 | Paid quarterly; applies to all non-employee directors |
| Committee chair cash retainer (HCC) | $17,500 | Paid quarterly; HCC chair rate |
| Cash fees paid (Ashford) | $92,500 | Sum of base + HCC chair |
| Annual equity retainer (grant-date fair value) | $170,000 | Delivered as RSUs at annual meeting; vests in full on 1st anniversary, subject to service |
| Number of RSUs granted (2024) | 15,301 | Calculated by dividing $170,000 by grant-date closing price |
| Total 2024 director compensation (Ashford) | $262,500 | Cash + stock award |
Program parameters:
- Committee chair retainers: Audit Chair $25,000; HCC Chair $17,500; NCGC Chair $15,000; Board Chair $100,000 .
- No changes to director compensation program in 2024; CEO receives no director pay .
Performance Compensation
Directors do not receive performance-based equity at ARRY; annual equity is time-based RSUs that vest after one year.
| Equity Type | Grant | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | $170,000 grant-date fair value; 15,301 RSUs in 2024 | 100% on first anniversary of grant date, continued Board service required | None; time-based vesting only |
No option awards, meeting fees, or non-equity incentive plan compensation are listed for directors in 2024 .
Other Directorships & Interlocks
| Company | Relationship to ARRY | Interlock/Conflict Notes |
|---|---|---|
| Perrigo Company plc (Board Chair) | Unrelated industry | No ARRY-related transactions disclosed; HCC interlocks: none among members; no insider participation . |
| State Farm Life and Fire (Director) | Unrelated industry | No ARRY-related transactions disclosed . |
Audit Committee reviews and approves related party transactions; procedures in place for confidential submissions of concerns; no related party transactions involving Ashford disclosed .
Expertise & Qualifications
- Human capital management, executive compensation, corporate culture, talent and leadership development (HCC chair responsibilities align with expertise) .
- Public company leadership and governance; chairs Perrigo’s board .
- Global operations experience (Carnival/Holland America; Coca-Cola Eurasia/Africa) .
- Education: BS and MS (Organizational Leadership & Industrial Technology), Purdue University; recognized as Purdue Distinguished Alumnus; Seattle Business Magazine 2019 Executive Excellence Award .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition Detail |
|---|---|---|---|
| Orlando D. Ashford | 52,169 | <1% | 36,868 shares held directly; 15,301 RSUs vesting within 60 days of March 31, 2025 |
Ownership alignment policies:
- Stock ownership guidelines for directors: 5x base annual retainer; RSUs count toward compliance; options and unearned performance awards do not; if below requirement, must retain 50% of net shares acquired until compliant; compliance due by later of June 8, 2026 or five years from becoming a director/role change .
- Policy against hedging and pledging: Directors, officers, employees prohibited from hedging and holding stock in margin accounts; Company does not allow executive officers to pledge Company shares .
Governance Assessment
- Board effectiveness: Separation of Chair and CEO roles; independent committees; strong committee attendance (100% in 2024) and executive sessions support robust oversight .
- Compensation governance: As HCC chair, Ashford oversees executive and director pay, incentive plan design, clawback policy, stock ownership guidelines, and use of an independent consultant (Pay Governance), which the HCC assessed as independent with no conflicts; practices prohibit hedging/pledging and option repricing, aligning with shareholder-friendly norms .
- Ownership alignment: Personal stake (52,169 shares including imminent RSU vesting) and director ownership guidelines enhance alignment; no pledging/hedging allowed, reducing misalignment risk .
- Independence and interlocks: Board determined Ashford is independent; HCC interlocks/insider participation are absent; no related-party transactions disclosed involving Ashford, limiting conflict risk .
- Attendance and engagement: Board and committee attendance metrics are strong; full attendance at the annual meeting indicates engagement .
- Signals/monitoring: Concurrent external leadership roles (Interim CEO of NBMBAA; chair of Perrigo; State Farm board) reflect broad responsibilities; monitor time commitments and any evolving interlocks, though no conflicts are presently disclosed .
Insider Trades
| Period | Form 4 Filings for Orlando Ashford | Notes |
|---|---|---|
| Jan 1, 2024 – Nov 19, 2025 | None located | No Form 4s found in the tool’s catalog for ARRY during this period (search returned zero documents). |
Citations:
- Biography, age, roles, education, director since:
- Board composition/classification and leadership structure:
- Committee assignments and independence:
- Committee attendance and meeting counts (2024): HCC 7 meetings/100%; NCGC 4 meetings/100%; Audit 8 meetings/100%
- Board meetings and attendance; annual meeting attendance; executive sessions; hedging/pledging policy:
- Director compensation program, retainers, RSU count, 2024 compensation table:
- Beneficial ownership and footnotes:
- Stock ownership guidelines for directors, retention rule, compliance timing:
- HCC responsibilities, clawback, peer group approval, independent consultant, no conflicts:
- Compensation best practices and “don’t do” list:
- Contents listing (related party transactions section exists; no Ashford-specific transactions disclosed):