Terrance Collins
Array TechnologiesAbout Terrance Collins
Array Technologies’ Chief Human Resources Officer since August 2022, age 56, with 25+ years in HR leadership across industrials and technology; BS in Business Administration from Towson University . Company performance context for pay alignment: 2024 revenue was $915.8M and net loss was $240.4M, with Adjusted EBITDA of $173.6M; the 2022–2024 PSU cycle paid 0% (no metrics achieved), underscoring strict pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Manitowoc Company | EVP of HR | Apr 2018–Aug 2022 | Led global HR for a crane OEM, overseeing succession, rewards, and talent systems |
| FDH Velocitel | HR leadership | Not disclosed | HR leadership supporting infrastructure services growth |
| Zebra Technologies | HR leadership | Not disclosed | HR leadership in enterprise technology hardware/software |
| IDEX Corporation | HR leadership | Not disclosed | HR leadership across engineered products portfolio |
| US Foods | HR leadership | Not disclosed | HR leadership at national foodservice distributor |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 167,033 | 410,000 | 418,042 |
| Bonus ($) | 448,000 (buyout/relocation) | — | — |
| Stock Awards ($) | 665,853 | 630,002 | 1,073,789 |
| Non-Equity Incentive ($) | 100,721 | 290,280 | 240,711 |
| All Other Comp ($) | 1,385 | 13,200 | 17,688 |
| Total ($) | 1,382,992 | 1,343,482 | 1,750,231 |
Additional structural details:
- Base salary rate: $422,300 as of Dec 31, 2024; increased to $435,300 for 2025 (+3.0%) .
- Target annual bonus: 60% of base salary .
- 2024 bonus payout: all currently employed NEOs were paid 95% of target (cap applied) .
Performance Compensation
2024 LIP (annual plan) metrics and Six-Month LIP (2H 2024) recalibration and results.
| 2024 LIP Metric | Weight | Threshold | Target | Stretch | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 60% | 249 | 311 | 373 | 137 | 0 |
| Cash Conversion Cycle (days) | 30% | 104 | 83 | 69 | 66 | 200 |
| Company MBOs (TRIR, OTD, Cost) | 10% | See below | See below | See below | TRIR 1.37; OTD 94%; Cost $9.0M | 185 |
| Total | 100% | — | — | — | — | 78 |
TRIR threshold/target/stretch: 2.73/2.05/1.64; On-Time Delivery (%): 86/92/96; Strategic Cost ($M): 4.0/6.0/8.0 . Corporate payout aggregation: 78% under LIP; Six-Month LIP average blended and capped .
| Six-Month LIP Metric (Jul–Dec 2024) | Weight | Threshold | Target | Stretch | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Cash ($M) | 60% | 275 | 300 | 325 | 364 | 200 |
| Gross Margin (%) | 25% | 31 | 32 | 33 | 32.2 | 117 |
| Sales to LSOW Customers (#) | 15% | 4 | 4.5 | 6 | 6.9 | 200 |
| Total | 100% | — | — | — | — | 179 |
Final 2024 determination: average of 78% (LIP) and 179% (Six-Month LIP) = 129%, paid at 95% of target due to cap for each currently employed NEO .
PSUs:
- 2022–2024 PSU cycle results: Revenue growth and cumulative adjusted EPS targets all below threshold; payout 0% .
- 2024 PSUs: 3-year performance cycle (2024–2026), 50% average annual revenue growth, 50% average cumulative adjusted EPS, with RTSR modifier 85%/100%/115% and cap at 200% .
Equity Ownership & Alignment
- Beneficial ownership: 32,294 shares; marked “<1%.” Company had 152,512,805 shares outstanding as of Mar 31, 2025 . Approximate ownership percentage: ~0.021% (calculated by dividing 32,294 by 152,512,805 using disclosed figures) .
- Stock ownership guidelines: 3x base salary for executive officers (non-CEO); comply by the later of June 8, 2026 or within 5 years; retain 50% of net shares until compliant; NEOs in compliance or on track as of Dec 31, 2024 .
- Hedging/pledging: Hedging and pledging prohibited; no margin accounts; executives cannot pledge company shares .
- Clawback: Dodd-Frank/Nasdaq policy requires recoupment of erroneously awarded incentive compensation upon restatements, faultless basis .
Outstanding equity awards at year-end (Dec 31, 2024):
| Grant | Type | Units Unvested | Market Value ($) |
|---|---|---|---|
| Aug 1, 2022 | RSU | 5,082 | 30,695 |
| Mar 17, 2023 | RSU | 12,303 | 74,310 |
| Mar 12, 2024 | RSU | 25,883 | 156,333 |
| Sep 24, 2024 | Supplemental RSU | 49,606 | 299,620 |
| Aug 1, 2022 | PSU (2022 cycle) | 7,623 threshold (paid 0% in Feb 2025) | 46,042 |
| Mar 17, 2023 | PSU (2023 cycle) | 9,227 threshold | 55,731 |
| May 21, 2024 | PSU (2024 cycle) | 18,901 threshold | 114,162 |
Vesting schedules:
- Annual RSUs: vest one-third on each of first three anniversaries of grant date (e.g., Mar 12, 2024 grant vests across 2025–2027) .
- Supplemental RSUs (Sep 24, 2024): 66 2/3% on second anniversary; 33 1/3% on third anniversary (intended retention design) .
- PSUs (2024 cycle): vest on third anniversary subject to 2024–2026 metrics and RTSR modifier; earned proportion based on average of annual payouts and RTSR position .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Executives have employment agreements governing salary, LIP, LTIP participation, and benefits . |
| Restrictive covenants | 2-year non-compete and non-solicit post-termination; confidentiality and inventions assignment agreements . |
| Severance (no CIC) | Cash: 100% of base salary; COBRA premiums paid for 12 months; RSUs continue to vest per schedule; PSUs remain outstanding, pro-rated by service and vest based on actual performance . |
| Severance (CIC, double-trigger) | Cash: 200% of base salary plus target bonus; COBRA premiums paid for 24 months; all RSUs vest immediately; earned PSUs (based on pre-CIC performance) vest immediately upon termination within 24 months post-CIC (subject to award terms if granted before Apr 5, 2024) . |
| Death/Disability | RSUs vest immediately; PSUs vest at target pro-rated by service if before end of performance period; or based on actual performance if after performance period but before vest date . |
Compensation Structure Analysis
- Increased equity mix with a one-time Supplemental RSU grant in Sep 2024 to bolster retention amid macro pressures and multiple PSU cycles not vesting; vesting back-end loaded at 2- and 3-year anniversaries .
- Annual bonus design was recalibrated mid-year to add the Six-Month LIP focusing on cash, gross margin, and LSOW sales; aggregate payouts capped at 95% of target to manage cash and alignment .
- No tax gross-ups in current change-in-control agreements and no repricing of underwater options; hedging/pledging prohibited, supporting shareholder-friendly governance .
Investment Implications
- Alignment and retention: Strong governance features (3x ownership guideline with mandatory net-share retention, anti-hedging/pledging, clawback) reduce misalignment risk; supplemental RSUs and continued vesting of RSUs upon qualified non-CIC termination are designed to retain leadership through execution cycles .
- Performance sensitivity: 2022–2024 PSUs paid 0%, while 2024 LIP EBITDA underperformed (0% payout) but CCC and 2H cash/gross margin outperformed, indicating rigorous targets and operating variability; overall 2024 bonus capped at 95% of target despite blended 129% result .
- Potential selling pressure: Significant unvested RSUs from 2024 grants (including back-end-loaded supplemental RSUs) could add supply upon vesting; mitigated by policy requiring retention of 50% of net shares until guideline compliance .
- Severance economics: Double-trigger CIC severance (200% base + target bonus; full RSU vest; earned PSUs) provides standard market protection without tax gross-ups, limiting windfall risk while ensuring continuity through strategic events .
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