Tracy Jokinen
Array TechnologiesAbout Tracy Jokinen
Tracy Jokinen (age 56) is an independent Class II director of Array Technologies, Inc. (ARRY) serving since November 2022; she is nominated for re‑election at the May 20, 2025 annual meeting to a term through the 2028 annual meeting if re‑elected . She is a retired senior finance executive with 30+ years’ experience, including CFO roles at public and private companies, and is designated by the Board as an “audit committee financial expert” . Education: BS in Accounting, St. Cloud State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vyaire Medical, Inc. | Chief Financial Officer | Mar 2020 – Jan 2022 | Led finance for large medical device company |
| Acelity Inc. | Chief Financial Officer | Jun 2017 – Oct 2019 | CFO through acquisition by 3M |
| G&K Services, Inc. (public) | Chief Financial Officer | 2014 – 2017 | CFO through acquisition by Cintas |
| Valspar Corporation | Corporate Controller & Chief Accounting Officer | Four years (dates not specified) | Corporate controllership and public reporting leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Alamo Group Inc. (public) | Director | Current |
| Vestis Corp (public) | Director | Current |
| Horton Technologies (private) | Director | Current |
| Candela Medical, Inc. (private) | Director | Current |
Board Governance
- Independence: The Board determined Ms. Jokinen is independent under Nasdaq rules; Audit Committee and Human Capital Committee members (including her) meet Exchange Act independence requirements .
- Board meetings and engagement: The Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all nine directors attended the 2024 annual meeting; non‑employee directors held executive sessions at each regular Board meeting .
- Committee assignments and expertise:
- Audit Committee: Member; 8 meetings in 2024; committee attendance was 100%; designated Audit Committee Financial Expert .
- Human Capital Committee: Member; 7 meetings in 2024; committee attendance was 100% .
- Committee responsibilities relevant to governance:
- Audit oversees internal control, financial reporting integrity, auditor independence, and reviews/approves related‑party transactions .
- Human Capital Committee oversees executive and director compensation, equity plans, human capital policies, and uses independent consultant Pay Governance; the 2024 consultant independence review found no conflicts .
- Election status: Class II nominee (with Ms. Iyengar), plurality vote standard; term through 2028 if elected .
Committee Detail
| Committee | Role | 2024 Meetings | Attendance | Notes |
|---|---|---|---|---|
| Audit Committee | Member | 8 | 100% (committee) | Jokinen designated audit committee financial expert; committee approves related‑party transactions |
| Human Capital Committee | Member | 7 | 100% (committee) | Oversees executive/director pay; engages independent consultant |
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Details |
|---|---|---|
| Annual Cash Retainer | 75,000 | Paid quarterly; non‑employee director program unchanged in 2024 |
| Annual Equity Retainer (RSUs) | 170,000 | 15,301 RSUs per director in 2024; granted at annual meeting; vest in full on first anniversary of grant |
| Total 2024 Director Pay | 245,000 | Fees in cash $75,000; stock awards $170,000 |
Mix and alignment: Approximate mix 31% cash / 69% equity (derived from $75k/$170k) .
Performance Compensation (Director)
- None disclosed for non‑employee directors; annual equity retainer is time‑vested RSUs and there are no performance‑conditioned director awards in the 2024 director program .
Other Directorships & Interlocks
- Current public boards: Alamo Group Inc.; Vestis Corp .
- Compensation committee interlocks: The Company disclosed there were no Human Capital Committee interlocks or insider participation; none of the HCC members were Array executive officers, and no reciprocal interlocks with other issuers’ compensation committees in the prior fiscal year .
- Related‑party transactions: The Audit Committee reviews and approves related‑party transactions; the proxy’s related‑party section does not disclose any transaction involving Ms. Jokinen (>$120,000) .
Expertise & Qualifications
- Designated Audit Committee Financial Expert by the Board (financial reporting, GAAP, internal controls, audit literacy) .
- Deep CFO experience across public and private companies; corporate controller/CAO experience at Valspar .
- Education: BS in Accounting (St. Cloud State University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 22,352 |
| Direct Shares | 7,051 |
| RSUs Vesting within 60 Days of Mar 31, 2025 | 15,301 |
| Shares Outstanding (as of Mar 31, 2025) | 152,512,805 |
| Ownership as % of Shares Outstanding | ~0.0147% (22,352 / 152,512,805) |
| Hedging/Pledging | Company policy prohibits pledging and hedging by directors and officers |
| Director Stock Ownership Guidelines | 5x base annual retainer; compliance by the later of June 8, 2026 or five years from appointment/promotion; RSUs count; options/uneamed PSUs do not |
Governance Assessment
-
Strengths:
- Independent director with audit and compensation committee service; designated Audit Committee Financial Expert—supports rigorous oversight of reporting quality, controls, and pay practices .
- Committee engagement: 2024 attendance at Audit and Human Capital Committees was 100%, indicating high engagement; Board held executive sessions at each regular meeting .
- Alignment mechanisms: Equity retainer in RSUs; director ownership guidelines (5x retainer) and strict anti‑hedging/pledging policy .
- No disclosed related‑party transactions involving Ms. Jokinen, and no HCC interlocks—reduced conflict risk .
-
Watch items:
- Beneficial ownership is small in percentage terms (~0.015%); guideline compliance status for directors was not disclosed—monitor progress toward 5x retainer by 2026 .
- Multiple external boards (Alamo Group, Vestis, plus private boards) imply significant commitments; continued committee‑level 100% attendance helps mitigate time‑capacity concerns .
-
Signals affecting investor confidence:
- Audit Committee financial expert designation and service on both Audit and Human Capital Committees are positive for board effectiveness and oversight of financial integrity and pay‑for‑performance alignment .
- Clear policies on clawbacks (executive), anti‑hedging/pledging, and ownership guidelines support governance discipline; Audit Committee approves related‑party transactions, further limiting conflict exposure .
Section 16 Compliance
- The Company reported one late Form 4 for an executive officer (Neil Manning) in 2024; no delinquencies were noted for directors generally or for Ms. Jokinen specifically .