DEF 14A of Nextpower Inc., Jul 31, 2023

DEF 14A of Nextpower Inc.

Filed Jul 31, 2023 · FY20230001140361-23-036830

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Upon the recommendation of our Nominating, Governance and Public Responsibility Committee (the “Nom Gov Committee”), our Board has nominated the four individuals listed below to serve as Class I directors (as defined below in the section titled “Board Composition”). Our nominees include one Nextracker officer: Daniel Shugar. William Watkins has served as Chairperson of the Board (the “Chair”) since February 2023. Each of our director nominees currently serves on the Board and was nominated for the current term upon the consummation of our initial public offering (our “IPO”) in February 2023. The term of each Class I director who is elected at the Annual Meeting will run from the date of their election until the third annual meeting of shareholders after their election and qualification of their successor, or their earlier death, resignation or removal. The term of our Class II directors will expire at the 2024 Annual Meeting, and the term of our Class III directors will expire at our 2025 annual meeting of shareholders. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nom Gov Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected. Our Bylaws provide that a director nominee is elected only if they receive a plurality of the votes cast with respect to their election. As a result, any shares not voted “For” a particular candidate, whether as a result of a “Withhold” vote or broker non-vote, will not be counted in such candidate’s favor and will have no effect on the election results. For more information, see the section titled “Questions and answers about these proxy materials and voting” of this Proxy Statement. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.”

  2. Certain shareholder rights to nominate directors

    Certain shareholder rights to nominate directors Pursuant to The Amended and Restated Separation Agreement (the “Separation Agreement”) by and among Flex Ltd. (“Flex”), Nextracker LLC (the “LLC”), the Company and Flextronics International USA, Inc., Flex has the right, but not the obligation, to nominate (a) a majority of our directors, and to designate the chairperson of our Board of Directors as long as Flex beneficially owns 50% or more of the combined voting power of our outstanding common stock, (b) 40% of our directors, as long as Flex beneficially owns 40% or more, but less than 50% of the combined voting power of our outstanding common stock, (c) 40% of our directors, as long as Flex beneficially owns 30% or more, but less than 40% of the combined voting power of our outstanding common stock, (d) 30% of our directors, as long as Flex beneficially owns 20% or more, but less than 30% of the combined voting power of our outstanding common stock and (e) 20% of our directors, as long as Flex beneficially owns 10% or more, but less than 20% of the combined voting power of our outstanding common stock. Accordingly, Flex has the right to nominate seven directors. In accordance with the Separation Agreement, Christian Bauwens, Michael Hartung, Kyra Whitten, Paul Lundstrom, Scott Offer, Rebecca Sidelinger and William Watkins were designated for nomination by Flex to the Board of Directors and appointed by the Board of Directors. Additionally, for so long as Flex beneficially owns more than 50% of the combined voting power of our outstanding common stock, Flex’s designees will comprise a majority of each committee (so long as the Flex designees comply with the applicable director independence requirements under applicable law, after taking into account all “controlled company” exemptions under the Nasdaq rules). Further, for so long as Flex beneficially owns less than a majority but at least 5% of the total voting power of our outstanding common stock, Flex is entitled to include at least one of its designees on each committee of the Board. Each of Paul Lundstrom, Scott Offer and William Watkins are Class I directors (as described below) up for election at this Annual Meeting and have been nominated for election at this Annual Meeting pursuant to the Separation Agreement.

  3. Nominees for director and directors with continuing terms

    Nominees for director and directors with continuing terms The names and ages of the nominees and directors with continuing terms, length of service with the Company and Board committee memberships are set forth in the table below.

  4. Nominees for director and directors with continuing terms

    | Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation and People Committee | Nominating, Governance and Public Responsibility Committee | | Director Nominees | | | | | | | | | Paul Lundstrom | 48 | 2023 | 2023 | | ✔ | | | | Scott Offer | 58 | 2023 | 2023 | | | ✔ | ✔ | | Daniel Shugar | 60 | 2023 | 2023 | | | | | | William Watkins* | 70 | 2023 | 2023 | | | | Chair | | Directors with Continuing Terms | | | | | | | | | Christian Bauwens | 56 | 2023 | 2025 | | | | | | Charles Boynton | 55 | 2023 | 2025 | ✔ | Chair | | ✔ | | Jonathan Coslet | 58 | 2023 | 2025 | ✔ | | ✔ | | | Michael Hartung | 56 | 2023 | 2024 | | | ✔ | | | Steven Mandel | 35 | 2023 | 2024 | ✔ | | | | | Willy Shih | 72 | 2023 | 2024 | ✔ | | Chair | ✔ | | Rebecca Sidelinger | 58 | 2023 | 2024 | | | ✔ | ✔ | | Brandi Thomas | 47 | 2023 | 2025 | ✔ | ✔ | | | | Kyra Whitten | 53 | 2023 | 2024 | | | | |

  5. Nominees for director and directors with continuing terms

    | * Chairperson of the Board |

  6. Nominees for director and directors with continuing terms

    A brief biography of each nominee and each continuing director is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nom Gov Committee and the Board to believe that the director should serve on the Board.

  7. Director nominees

    Director nominees

  8. Director nominees

    | Paul Lundstrom Board Member Age: 48 Director Since: 2023 | Paul Lundstrom has served as Chief Financial Officer of Flex, our majority shareholder, since September 2020. Previously, Mr. Lundstrom was Vice President and Chief Financial Officer of Aerojet Rocketdyne Holdings, Inc., a rocket, missile and energetics propulsion manufacturer, a position he had held since November 2016. Between 1997 and 2016, Mr. Lundstrom worked at United Technologies Corporation (now Raytheon Technologies Corporation), where he held several senior roles including Vice President of Investor Relations; Vice President and Chief Financial Officer, Building & Industrial Systems – North Asia; Vice President and Chief Financial Officer, Climate, Control & Security – Asia; and Vice President and Chief Financial Officer, Carrier Building Systems and Services. He holds a Bachelor of Science in Finance from Truman State University and a Master of Business Administration from Columbia University. He is a registered Certified Public Accountant in the State of Illinois. Skills and Qualifications: We believe that Mr. Lundstrom is qualified to serve as a director due to his extensive management experience and significant financial expertise, including in financial reporting, public accounting, capital markets and investor relations. | | Scott Offer Board Member Age: 58 Director Since: 2023 | Scott Offer has served as Executive Vice President and General Counsel of Flex, our majority shareholder, since September 2016. Previously, Mr. Offer served as Senior Vice President and General Counsel at Lenovo Group Limited from January 2016 until August 2016 and as Chief Counsel for the Lenovo Mobile Business Group from 2014 to 2016. Prior to that, he served as Senior Vice President and General Counsel, Motorola Mobility, Inc., a Google company, from August 2012 to October 2014 and Senior Vice President and General Counsel, Motorola Mobility, Inc. from July 2010 to July 2012. Prior to that, he worked for the law firm of Boodle Hatfield. He received his law degree from the London School of Economics and Political Science and is qualified as a lawyer in both the United Kingdom and the United States. Skills and Qualifications We believe Mr. Offer is qualified to serve as a director due to his extensive management experience and substantial background in advising global companies on a wide variety of legal and regulatory matters. |

  9. Director nominees

    | Daniel Shugar Board Member Age: 60 Director Since: 2023 | Daniel Shugar founded Nextracker and has served as its Chief Executive Officer since July 2013. Mr. Shugar began his career in the solar industry in 1988 and has held senior leadership positions in multiple solar companies. Prior to Nextracker, he served as Chief Executive Officer of Solaria Corporation, a solar panel manufacturing company, from January 2010 to June 2013. Mr. Shugar was the President of Systems, a division of SunPower Corporation, a global solar panel manufacturer and construction company, from January 2007 to March 2009. From 1996 to 2007, he served as President of PowerLight Corporation, a commercial and utility-scale solar system integrator. From 1986 to 1995, Mr. Shugar held various positions in the solar businesses of New World Power, Inc., Advance Photovoltaic Systems and the Pacific Gas & Electric Company. Mr. Shugar holds a Bachelor of Science degree in Electrical and Electronics Engineering from Rensselaer Polytechnic Institute and a Master of Business Administration from Golden Gate University. Skills and Qualifications We believe Mr. Sugar is qualified to serve as a director due to his role as Chief Executive Officer and his extensive management experience in the solar energy industry. | | William Watkins Board Member Age: 70 Director Since: 2023 | William Watkins served as Chairman of the Board of Imergy Power Systems, Inc. (“Imergy”), a leading innovator in cost-effective energy storage products, from January 2015 to August 2016 and as Chief Executive Officer from September 2013 to August 2016. Prior to his time at Imergy, Mr. Watkins was the Chairman of the Board of Bridgelux, Inc. from February 2013 to December 2013 and Chief Executive Officer from January 2010 to February 2013. Mr. Watkins also served as the Chief Executive Officer of Seagate Technology Holdings PLC from 2004 to January 2009, as President and Chief Operating Officer from 2000 to 2004 and held various other positions from 1996 to 2000. During his time with Seagate, Mr. Watkins was responsible for Seagate’s hard disc drive operations, including recording heads, media and other components, and related R&D and product development organizations. Mr. Watkins currently serves on the boards of directors of Flex, our majority shareholder, since 2009, and Avaya Holdings Corp. since 2017, on which he is also Chair of the board of directors. He previously served on the board of directors of Maxim Integrated Products, Inc., from 2008 to 2021. Mr. Watkins holds a Bachelor of Science degree in Political Science from the University of Texas. Skills and Qualifications: We believe that Mr. Watkins is qualified to serve as a director due to his extensive management experience across a number of industries on a global scale, including the energy storage industry, as well as his current and past board experience as a director of various public companies. |

  10. Director nominees

    For the election of directors, the four nominees receiving the most “For” votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on Proposal No. 1 will be elected as directors to hold office until the 2026 annual meeting of shareholders. Only votes “For” or “Withheld” will affect the outcome. Broker non-votes will have no effect. THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  11. Directors with continuing terms

    Directors with continuing terms Directors with terms continuing until 2024

  12. Directors with continuing terms

    | Michael Hartung Board Member Age: 56 Director Since: 2023 | Michael Hartung has served as President, Agility Solutions of Flex, our majority shareholder, since April 2020. Prior to holding this position, Mr. Hartung served as Senior Vice President of Lifestyle at Flex since July 2013 and Vice President of Flex’s Capital Equipment market segment from October 2007 to July 2013. Before joining Flex in 2007, Mr. Hartung held positions of increasing responsibility at Solectron Corporation, an electronics manufacturing company for original equipment manufacturers, including his role as Vice President of the Computing & Storage business unit where he was directly responsible for sales, marketing and account management functions. He holds a Bachelor of Arts in Economics from the University of California, Los Angeles. Skills and Qualifications: Mr. Hartung was selected to serve on our board based on his extensive management experience and significant expertise in equipment manufacturing. | | Steven Mandel Board Member Age: 35 Director Since: 2023 | Steven Mandel is a Business Unit Partner with TPG Rise Climate, the dedicated climate investing strategy of the private equity firm TPG (“TPG”) where he has worked since 2019. He previously worked as a Director at Denham Capital from 2011 to May 2019, focusing on principal investments across the clean energy sector, and in the Power & Renewables investment banking division at Citigroup from 2009 to 2011. Mr. Mandel currently serves on the board of directors of Matrix Renewables, Intersect Power, Climavision, Palmetto Solar and the non-profit Chordoma Foundation. Mr. Mandel holds a Bachelor of Science in Business and Economics with Honors from Lehigh University, a Master of Science in Finance from London Business School and holds Chartered Financial Analyst designation. Skills and Qualifications: Mr. Mandel was selected to serve on our board based on his extensive management experience and background in the power, renewables and clean energy sectors. | | Willy Shih Board Member Age: 72 Director Since: 2023 | Willy Shih has served as the Robert and Jane Cizik Professor of Management Practice in Business Administration at Harvard Business School since 2007, where he teaches in MBA and Executive Education Programs. Prior to that, Mr. Shih spent 28 years in various senior management and consultancy positions with IBM, Digital Equipment, Silicon Graphics, Eastman Kodak Company and Thomson SA working in product development and manufacturing. Mr. Shih previously served on the board of directors of Flex, our majority shareholder, from 2008 to 2022. He presently serves as a member of the Advisory Committee on Supply Chain Competitiveness to the U.S. Secretary of Commerce, and on the Industrial Advisory Committee for the U.S. Secretary of Commerce. Mr. Shih holds Bachelor of Science degrees in Chemistry and Life Sciences from the Massachusetts Institute of Technology, and a Doctor of Philosophy degree from the University of California at Berkeley. He is a Life Member of the Institute of Electrical and Electronics Engineers. Skills and Qualifications: Mr. Shih was selected to serve on our board based on his extensive experience in product development and manufacturing. |

  13. Directors with continuing terms

    | Rebecca Sidelinger Board Member Age: 58 Director Since: 2023 | Rebecca Sidelinger has served as President, Reliability Solutions of Flex, our majority shareholder, since February 2022. Previously, Ms. Sidelinger served in various roles at Honeywell Aerospace (“Honeywell”), a division of Honeywell International Inc., a diversified manufacturing and technology company, including as President, Mechanical Systems & Components Strategic Business Unit from October 2019 until 2022; Vice President/General Manager, Safety Systems from 2017 to 2019; and other senior roles since joining Honeywell in 2011. Prior to her time at Honeywell, Ms. Sidelinger spent 25 years in leadership positions with GE Transportation Systems and GE Motors. During her time with GE Motors, she ran locomotive modernization, passenger locomotive, marine propulsion and drill motor businesses. Ms. Sidelinger holds a Bachelor of Science Degree in Electrical Engineering from Gannon University and a Master of Business Administration from Penn State University. Skills and Qualifications: Ms. Sidelinger was selected to serve on our board based on her extensive experience in the manufacturing and technology sector. | | Kyra Whitten Board Member Age: 53 Director Since: 2023 | Kyra Whitten currently serves as Senior Vice President, Corporate Marketing, Communications and Sustainability at Flex, our majority shareholder, since January 2023. Ms. Whitten previously served as Vice President, Corporate Marketing, Communications and Sustainability of Flex from June 2019 to January 2023. Before joining Flex, Ms. Whitten served as Vice President, Corporate Communications at Lumileds from 2018 to 2019. Prior to that, she held various positions in corporate communications and corporate affairs at Lam Research Corporation, a supplier of wafer-fabrication equipment and related services, Xilinx, Inc., a semiconductor company that primarily supplies programmable logic devices, and Applied Materials, Inc., a supplier of equipment, services and software for the manufacture of semiconductor chips. Ms. Whitten received a B.S. in International Business from San Jose State University. Skills and Qualifications Ms. Whitten was selected to serve on our board based on her extensive experience leading marketing, communications and corporate affairs organizations for B2B technology brands. |

  14. Directors with continuing terms

    Directors with terms continuing until 2025

  15. Directors with continuing terms

    | Christian Bauwens Board Member Age: 56 Director Since: 2023 | Christian Bauwens has served as Senior Vice President and Treasurer, Head of GBS Finance of Flex, our majority shareholder, since May 2012. Prior to joining Flex, Mr. Bauwens served as the Executive Vice President and Chief Financial Officer of Estrella International Energy Services, a service company providing solutions and technology to the oil, gas, mining and energy sector in Latin America, from August 2010 to August 2012. Earlier in his career, Mr. Bauwens served in positions of increasing responsibility at various companies, including Treasury Manager for Asia Pacific, Director Capital Market Risk Management for Europe, Director of Overseas Finance and Capital Planning, Treasurer for GM do Brazil, the largest subsidiary of General Motors, a multinational automotive manufacturing company, in South America; Chief Financial Officer for General Motors Argentina including responsibilities for Chile, Uruguay, Peru, Paraguay and Bolivia; and Treasurer for Nissan Motor North America and Nissan Motor Acceptance Corp. Mr. Bauwens received his Bachelor in Economics, a Degree in Political Science & International Relations and a Master of Arts in Economics and Finance, each from the Universite Catholique de Louvain, Belgium. Skills and Qualifications: Mr. Bauwens was selected to serve on our board based on his extensive background in finance and extensive experience in the financial services industry. | | Charles Boynton Board Member Age: 55 Director Since: 2023 | Charles Boynton currently serves as the Chief Financial Officer of Logitech, a digital product company founded in Lausanne, Switzerland. Prior to joining Logitech, Mr. Boynton served as the Executive Vice President and Chief Financial Officer of Plantronics Inc. also known as Poly, Inc., a global business and consumer audio and video communications company (acquired by HP Inc. in October 2022). Mr. Boynton previously served as Executive Vice President and Chief Financial Officer of SunPower Corporation, a global vertically integrated solar company, from March 2012 to May 2018, continuing as an Executive Vice President until July 2018, and as Vice President of Corporate Finance and Corporate Development from June 2010 to March 2012. Mr. Boynton served as the Chief Executive Officer and Chairman of the Board of 8point3 Energy Partners, an owner / operator of solar energy generation projects, from March 2015 to June 2018 (acquired by Capital Dynamics in July 2018). Mr. Boynton served as the Chief Financial Officer of ServiceSource International, Inc., a global outsourced, customer success and growth solutions company, from April 2008 to May 2010. From March 2004 to April 2008, Mr. Boynton served as the Chief Financial Officer at Intelliden, a software company (acquired by IBM in January 2010). Prior to that, Mr. Boynton held key financial positions at Commerce One, Inc., Kraft Foods, Inc. and Grant Thornton, LLP. Mr. Boynton was a certified public accountant, State of Illinois, and a Member FEI, Silicon Valley Chapter. Mr. Boynton received his Bachelor of Science in Accounting from Indiana University’s Kelley School of Business and his Master of Business Administration from Northwestern University’s Kellogg School of Management. Skills and Qualifications: Mr. Boynton was selected to serve on our board based on his extensive background in financial reporting and accounting and his experience in the solar energy industry. |

  16. Directors with continuing terms

    | Jonathan Coslet Board Member Age: 58 Director Since: 2023 | Jonathan Coslet currently serves as the Vice Chairman of TPG Global LLC (“TPG Global”), a global alternative asset firm, and has been with TPG Global since 1993. He previously served as TPG Global’s Chief Investment Officer from 2008 to 2020. During his tenure with TPG Global, Mr. Coslet also served on the boards of directors of several public and private companies, including IQVIA Holdings Inc., a pharmaceutical consulting and contract research organization, from 2003 to 2020, Life Time Group Holdings, Inc., a health, fitness and recreational sports company, since 2015, Cushman & Wakefield plc, a leading global real estate services firm, since 2018, and TPG Inc. since 2021. Mr. Coslet also serves on the board of directors of Stanford Lucile Packard Children’s Hospital, where he is Chairman, and the Stanford Institute for Economic Policy Research Advisory Board. He has also served on the Board of Trustees of the Menlo School, the Stanford Medicine Board of Fellows, the Harvard Business School Board of Dean’s Advisors and the Federal Reserve Bank of San Francisco’s Economic Advisory Council. Mr. Coslet received his Bachelor of Science degree in Economics and Finance from the Wharton School of the University of Pennsylvania where he was Valedictorian, and his Master of Business Administration from Harvard Business School, where he was a Baker Scholar. Skills and Qualifications: Mr. Coslet was selected to serve on our board based on his background in finance and extensive experience in advising and growing companies. | | Brandi Thomas Board Member Age: 47 Director Since: 2023 | Brandi Thomas currently serves as Vice President, Chief Audit Executive and Chief Diversity Officer of General Electric Company, a multinational company operating in aviation, power and renewable energy. Prior to joining General Electric Company, Ms. Thomas served as Vice President, Corporate Audit for Delta Air Lines, Inc., one of the leading airlines in the U.S. for domestic and international travel, from April 2017 to December 2020. Ms. Thomas holds a Bachelor of Science Degree in Finance from Case Western Reserve University. Skills and Qualifications Ms. Thomas was selected to serve on our board based on her extensive experience in finance, corporate audit, enterprise risk management and strategic growth. |

  17. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of the charters of the committees of the Board and our Code of Business Conduct and Ethics, described below, can be found in the Governance section of the Investors section of our website at https://investors.nextracker.com/governance/governance/default.aspx. Alternatively, you can request a copy of any of these documents free of charge by writing to: Léah Schlesinger, General Counsel, Chief Ethics and Compliance Officer & Secretary, Nextracker Inc., 6200 Paseo Padre Parkway, Fremont, CA 94555. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

  18. Considerations in evaluating director nominees

    Considerations in evaluating director nominees Pursuant to the Nom Gov Committee charter and subject to the Separation Agreement, the Nom Gov Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background and experience. Although the Nom Gov Committee does not have a formal policy regarding diversity on the Board, the Nom Gov Committee is sensitive to the importance of nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board. The Nom Gov Committee also considers applicable laws and regulations and stock exchange listing standards. Once the Nom Gov Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as a new position, subject to the Separation Agreement, the Nom Gov Committee uses a flexible set of procedures in selecting individual director candidates. Rather than applying specific minimum criteria in identifying candidates, the Nom Gov Committee seeks candidates with high professional and personal ethics and values, a general understanding of various business disciplines (e.g., marketing, finance, etc.), an understanding of the Company’s business and industry, educational and professional background, analytical ability, willingness to devote adequate time to Board duties and ability to act in and represent the balanced best interests of the Company and its shareholders as a whole, rather than special constituencies. This flexibility allows the Nom Gov Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the Nom Gov Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The Nom Gov Committee may consider candidates recommended by management, by members of the Nom Gov Committee, by the Board, by shareholders or by a third party it may engage to conduct a search for possible candidates. In considering candidates submitted by shareholders, the Nom Gov Committee will take into consideration the needs of the Board, the qualifications of the candidate and our obligations under the Separation Agreement. In evaluating recommendations submitted by shareholders, the Board will evaluate such prospective nominees using the same standards that are applicable for all Board candidates. Once candidates are identified, the Nom Gov Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. As noted above, there is no difference in the evaluation process of a candidate recommended by a shareholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the Nom Gov Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. If the Nom Gov Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the shareholders for election at an annual meeting of shareholders or appointed as a director by a vote of the Board as appropriate.

  19. Overview

    Overview Our compensation philosophy as it relates to our fiscal year 2023 compensation programs and policies focuses on incentivizing achievement of a balanced set of performance objectives with respect to the Company through the implementation of the following objectives: Pay should be meaningfully aligned to performance. Nextracker’s compensation program is designed to tie actual pay for executives to performance against rigorous short-term and long-term performance objectives of Nextracker. This pay-for-performance compensation philosophy aims to create shareholder value, where above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts when performance thresholds are not met. The key vehicles that are used to ensure that compensation realized by executives is aligned with results generated for our shareholders are the short-term incentive and the long-term incentive programs. We also believe that a significant portion of performance-based compensation should be deliverable in the form of equity awards. Prior to fiscal year 2023, these equity awards were provided through Flex’s restricted share unit award (“Flex RSU”) program, which applies to most executives, and its performance share unit award (“Flex PSU”) program, which applies to a limited group of executives (no Flex PSUs were granted to our NEOs after fiscal year 2021). As a result of the implementation of our long-term equity incentive program, during fiscal year 2023 our NEOs no longer received any additional long-term equity awards under Flex’s long-term incentive compensation program and our NEOs began receiving awards under our long-term equity incentive program. Attract, retain and motivate superior talent. Our compensation program is intended to be competitive in order to attract, retain and motivate a high-caliber and responsible leadership team. A key objective of the compensation program is to provide competitive pay opportunities based on the achievement of performance objectives, while balancing the need to avoid excessive or inappropriate risk-taking and maintaining an appropriate cost structure. Peer group analysis. Peer group data is used as a guide for compensation decisions, but this data does not form the sole basis for its compensation program. We actively manage our compensation philosophy as described below.

  20. Overview

    | Element | Overview | | Base salaries and target cash compensation | • Pay is regularly benchmarked against a set of industry peers. • Base salaries and target cash compensation are competitively positioned for executives to manage fixed costs. | | Substantial emphasis on at-risk compensation | • Programs are designed to link actual pay to the achievement of pre-determined performance goals that create shareholder value. • 100% of at-risk compensation is based on achievement of incentive outcomes against pre-determined performance metrics. | | Focus on long-term performance | • While measurement of short-term results maintains day-to-day focus, the above compensation philosophy is also built on the premise that shareholder value is built over the long term. |

  21. Overview

    | * For fiscal year 2023, approximately 59% of the target total direct compensation for our NEOs was in the form of long-term incentives. |

  22. Nextracker compensation benchmarks and Peer Group

    Nextracker compensation benchmarks and Peer Group The C&P Committee, in its discretion, develops, determines and adjusts compensation benchmarks and the peer group with respect to Nextracker (the “Peer Group”). Based, in part, on the advice of FW Cook, the compensation consultant for the C&P Committee, the following companies were originally designated as the Peer Group with respect to our compensation program for fiscal year 2023:

  23. Nextracker compensation benchmarks and Peer Group

    | Advanced Energy | First Solar | MKS Instruments | | Arcosa | Generac | Shoals | | Array | Gibraltar Industries | SolarEdge | | Cree | Itron | SunPower | | EnerSys | Littlefuse | Sunrun |

  24. Nextracker compensation benchmarks and Peer Group

    | * Notwithstanding the companies comprising the foregoing Nextracker Peer Group, in implementing the TSR (as defined below) component of our performance-based long-term equity incentive awards (described below), we utilized as peer companies the companies that comprise the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index). |

  25. Competitive positioning

    Competitive positioning The C&P Committee considers the compensation provided by our peers in order to provide insight into market competitive pay programs, levels and practices. In addition, the C&P Committee also reviews standardized surveys of large technology and manufacturing firms to evaluate the competitiveness of Nextracker’s compensation programs in the context of general compensation practices.

  26. Short-term incentive bonuses

    Short-term incentive bonuses For fiscal year 2023, short-term incentive bonuses for our NEOs were earned pursuant to the Nextracker short-term incentive bonus plan based on achievement of financial and operating performance objectives, as well as individual performance objectives, when applicable. The performance objectives for our NEOs under the Nextracker short-term incentive bonus plan for fiscal year 2023 were as follows (weighted by percentage):

  27. Short-term incentive bonuses

    | • | Nextracker-specific revenue (40%); |

  28. Short-term incentive bonuses

    | • | Nextracker-specific adjusted operating profit (40%); |

  29. Short-term incentive bonuses

    | • | Nextracker-specific adjusted free cash flow (20%); and |

  30. Short-term incentive bonuses

    | • | Executive team milestones (adjusts bonus payout by 0%—100%). |

  31. Short-term incentive bonuses

    The following table summarizes the key features of our fiscal year 2023 short-term incentive bonus plan.

  32. Short-term incentive bonuses

    | Feature | Component | Objectives | | Performance targets | • Based on key financial, strategic and operating metrics for Nextracker on a quarterly basis during the fiscal year | • Aligns executive incentives with performance • Rewards achievement of short-term objectives | | Performance measures | • Financial metrics relating to revenue, operating profit and free cash flow with respect to Nextracker • Executive team milestones relating to company strategic and operating goals such as product improvements, customer satisfaction, strategic sales initiatives, employee-related initiatives, U.S. manufacturing, operational efficiency and execution initiatives, and new business and forecasting processes and improvements | • Emphasizes pay-for-performance by linking individual compensation to performance on metrics that help drive shareholder value • Promotes accountability by tying payout to achievement of minimum performance threshold | | Bonus payments | • Based on achievement of financial, strategic and operating performance metrics • Target bonus opportunities set at percentage of base salary (without adjustment for the Voluntary Salary Reduction), based on the executive’s level of responsibility depending on the executive • Bonuses that could be earned ranged from 0% of target to a maximum of 200% of target • No payout awarded for any measure where threshold performance was not achieved | • Reflects the emphasis on pay-for-performance by linking individual compensation to performance • Encourages accountability by conditioning bonus payments on the achievement of at least the minimum performance threshold |

  33. Short-term incentive bonuses

    As noted above, our annual short-term incentive plan included an executive team milestone component for fiscal year 2023 that affects the overall funding of the plan. Under this component, NEO individual performance is measured based on a variety of quantitative and qualitative measures designed to measure progress, and drives achievement of various confidential strategic and operating objectives. This individual measure was scored on a scale of 0-100% and the resulting percentage was then multiplied against the aggregate eligible bonus amounts derived from achievement of the applicable revenue, operating profit and adjusted free cash flow performance metrics. The individual performance metrics were the same for each NEO in fiscal year 2023.

  34. Incentive payouts for NEOs under the Nextracker short-term incentive bonus plan

    Incentive payouts for NEOs under the Nextracker short-term incentive bonus plan Performance targets for fiscal year 2023 were determined based on approved financial and strategic plans. With respect to our NEOs, performance targets were based on Nextracker financial measures and quarterly company milestone objectives. For each financial metric, no payout would be made if an applicable threshold performance level was not achieved. Maximum payout levels for such metrics were tied to “stretch” levels of performance. As noted above, payouts are also increased or decreased upon achievement or non-achievement, respectively, of certain preestablished strategic and operating objectives during fiscal year 2023. Taking into account these increases and decreases, the combined actual weighted payout (as a percentage of target performance) is set forth in the following chart with respect to the applicable revenue, adjusted operating profit and adjusted free cash flow performance metrics:

  35. Incentive payouts for NEOs under the Nextracker short-term incentive bonus plan

    | Fiscal Year 2023 short-term incentive bonus plan | | | | | | | | (in millions, except percentages) | | Threshold Performance Level | Target Performance Level | Maximum Performance Level | Actual Performance Achievement | Weighted Performance Achievement | | | Weight | | | | | | | Revenue | 40% | $1,350 | $1,500 | $1,650 | $1,902 | 80% | | Adjusted Operating Profit | 40% | $143 | $179 | $215 | $203 | 66.8% | | Adjusted Free Cash Flow | 20% | $87 | $145 | $203 | $105 | 13.0% |

  36. Incentive payouts for NEOs under the Nextracker short-term incentive bonus plan

    Total weighted performance achievement with respect to such financial metrics resulted in gross achievement of 159.8% relative to target performance. This total weighted performance achievement was adjusted downward based on the 86.3% attainment of the executive team milestone component within our short-term incentive program, resulting in final achievement of 137.9% relative to target performance. We used adjusted non-GAAP performance measures with respect to the above operating profit and free cash flow performance objectives (i.e., as adjusted operating profit and adjusted free cash flow) for purposes of our incentive bonus plan in fiscal year 2023. See the section titled “Non-GAAP measures” within Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for definitions of Non-GAAP operating income (with respect to the adjusted operating profit performance metric) and adjusted free cash flow (with respect to the adjusted free cash flow performance metric) and a reconciliation of these Non-GAAP measures to the most comparable GAAP financial measures. For purposes of calculating performance under our bonus plan in fiscal year 2023, we may exclude from the calculation of performance extraordinary items or events that would have had an unanticipated impact, corporate transactions (including acquisitions or dispositions) and other unusual or nonrecurring items (i.e., as and when applicable, although no such items or events were applied for fiscal year 2023).

  37. Target and final short-term incentive awards for fiscal year 2023

    Target and final short-term incentive awards for fiscal year 2023 For fiscal year 2023, aggregate short-term incentive payouts for our NEOs, after adjustment for individual performance, were as follows:

  38. Target and final short-term incentive awards for fiscal year 2023

    | Name | Fiscal year 2023 short- term incentive bonus target (potential bonus as a percentage of base salary)(1) | Fiscal year 2023 short- term incentive bonus target (potential bonus expressed as a dollar amount) | Fiscal year 2023 short-term incentive actual bonus ($) | Fiscal year 2023 actual short-term incentive bonus as a percentage of full year target bonus | | Daniel Shugar | 50% | $235,500 | $324,772 | 137.9% | | David Bennett | 50% | $218,375 | $301,000 | 137.9% | | Howard Wenger | 50% | $200,000 | $275,815 | 137.9% | | Bruce Ledesma | 50% | $200,000 | $275,815 | 137.9% | | Nicholas (Marco) Miller | 45% | $144,113 | $198,686 | 137.9% |

  39. Target and final short-term incentive awards for fiscal year 2023

    | (1) Fiscal year 2023 target bonus amounts are based on wages paid during the fiscal year, excluding the reduction in wages due to the Voluntary Salary Reduction. |

  40. Target and final short-term incentive awards for fiscal year 2023

    With the exception of Mr. Miller, bonus payments were made in a single installment after the close of fiscal year 2023. For Mr. Miller and with respect to the first three quarters of fiscal year 2023, quarterly bonus payments were paid to him based on a determination that the above performance metrics had been achieved at least at the target level for the relevant quarter, and were reasonably expected to be achieved at least at the target level for fiscal year 2023. At the close of fiscal year 2023, a true-up payment was made to Mr. Miller to account for the above-target achievement of such performance metrics for fiscal year 2023.

  41. Long-term incentive compensation

    Long-term incentive compensation Prior to the implementation of our long-term equity incentive program in April 2022 (i.e., early fiscal year 2023), long-term incentives with respect to our NEOs were provided through Flex’s RSU program and Flex’s PSU program. As a result of the implementation of our long-term equity incentive program, our NEOs did not receive any long-term equity awards under Flex’s long-term incentive compensation program during fiscal year 2023. However, outstanding Flex RSUs and Flex PSUs awarded to our NEOs prior to fiscal year 2023 under Flex’s long-term incentive compensation program remain in effect with respect to our NEOs. In April 2022, we adopted our initial long-term equity incentive plan, and in connection with our IPO, we amended such plan as the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “LTIP”). Under the LTIP, the Company is authorized to provide equity-based compensation in the form of: (i) stock options, including incentive stock options entitling the option holder to favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended; (ii) restricted stock units; (iii) stock appreciation rights; (iv) stock awards and performance stock units; and (v) other stock-based awards that are not inconsistent with the LTIP. In fiscal year 2023 our NEOs received restricted stock units, performance stock units and option awards under the LTIP, as an incentive to maximize our long-term performance and drive value creation for our equityholders. These long-term incentives are designed to align the interests of the NEOs with those of our equityholders and to give each NEO a significant incentive to manage the Company from the perspective of an owner with a direct stake in the business. Long-term equity awards are also intended to promote retention, as unvested awards are forfeited if an executive voluntarily leaves the Company. These awards were originally based in units relating to the LLC, and in connection with our IPO, the awards became share-based awards relating to Class A common stock of Nextracker Inc.

  42. Restricted stock unit awards

    Restricted stock unit awards Restricted stock unit awards granted to our NEOs in fiscal year 2023 vest in three installments on the first three anniversaries of the vesting commencement date of April 1, 2022 (specifically, 30%, 30% and 40%), generally subject to the NEO’s continuous service until such vesting date. Payouts are made in shares, so the value of a restricted stock unit award increases or decreases based on share price performance from the grant date, further aligning the interests of the executive with long-term equityholder value creation. Before a restricted stock unit award vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents.

  43. Performance stock unit awards

    Performance stock unit awards Performance stock unit awards generally provide for vesting upon the attainment of the applicable performance criteria, generally subject to the NEO’s continuous service until the applicable vesting date. The performance stock units granted in fiscal year 2023 provide for three distinct measurement periods over a three-year performance period with (i) 30% of the total target performance stock units relating to the first measurement period (April 1, 2022 – March 31, 2023), (ii) 30% of the total target performance stock units relating to the second measurement period (April 1, 2023 – March 31, 2024), and (iii) 40% of the total target performance stock units relating to the third measurement period (April 1, 2024 – March 31, 2025). Performance stock units remain subject to a service-based vesting requirement through the completion of the entire performance period, and vest on the third anniversary of the grant date. Subject to satisfying such service-based vesting requirement, the number of performance stock units that vest with respect to the three-year performance period is based on the extent to which the relevant performance criteria is attained with respect to each of the three fiscal year measurement periods. Payouts are made in shares. Before a performance stock unit award vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents. Performance stock units granted in fiscal year 2023 vest between 0% and 200% of target. With respect to the first measurement period (i.e., fiscal year 2023), 100% of the performance criteria were based on the financial metrics and targets of our annual short-term incentive cash bonus program. The executive team milestone component was excluded from such criteria. As a result, performance achievement of 159.8% applied with respect to the first measurement period relative to target performance. With respect to each of the second and third measurement periods (i.e., fiscal year 2024 and fiscal year 2025), (i) 50% of the performance criteria are based on the financial metrics of our annual short-term incentive cash bonus program and (ii) 50% of the performance criteria relate to the percentile rank of our total shareholder return (“TSR”) relative to the companies that generally comprise the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index) as of April 1st of the year of the applicable measurement period.

  44. Option awards

    Option awards Option awards also provide for vesting upon the attainment of the applicable performance criteria thereunder, generally subject to the NEO’s continuous service until the applicable vesting date. These awards are subject to a four-year performance period. The performance criteria relate to our compound annual growth rate (“CAGR”) with respect to the equity valuation of the Company. Subject to the service requirement and acceleration in certain circumstances, the options will vest between 0% and 100% based on the Company’s equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four-year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of the Company’s closing stock prices on the previous twenty (20) trading days prior to March 31, 2026. Upon exercise of an option award, payouts will be made in shares. Before an option award vests and is exercised, the holder has no ownership rights in the underlying shares and is not entitled to dividends or dividend equivalents.

  45. Fiscal year 2023 LTIP awards

    Fiscal year 2023 LTIP awards The following table summarizes the long-term equity awards granted under the LTIP to our NEOs in fiscal year 2023:

  46. Fiscal year 2023 LTIP awards

    | Name | Service-based RSUs (# shares) | Performance-based PSUs (# shares) | Options (# shares) | | Daniel Shugar | 132,976 | 132,976 | 398,571 | | David Bennett | 38,690 | 38,690 | 119,048 | | Howard Wenger | 82,143 | 82,143 | 247,619 | | Bruce Ledesma | 82,143 | 82,143 | 247,619 | | Nicholas Miller | 44,048 | 44,048 | 132,381 |

  47. Performance stock units – fiscal year 2023 (first measurement period performance attainment)

    Performance stock units – fiscal year 2023 (first measurement period performance attainment) Based on the attainment of the applicable financial metrics associated with our short-term incentive cash bonus program described above, the following performance stock units have been earned with respect to the first measurement period (April 1, 2022 – March 31, 2023) and are eligible to vest at the end of three-year performance period in 2025, subject to satisfaction of the service requirement described above:

  48. Performance stock units – fiscal year 2023 (first measurement period performance attainment)

    | Name | Target number of PSUs for the first measurement period (# shares) | Number of earned PSUs for the first measurement period (# shares) | | Daniel Shugar | 39,893 | 63,750 | | David Bennett | 11,607 | 18,548 | | Howard Wenger | 24,643 | 39,380 | | Bruce Ledesma | 24,643 | 39,380 | | Nicholas Miller | 13,214 | 21,117 |

  49. Termination and change of control arrangements

    Termination and change of control arrangements During fiscal year 2023, our NEOs were entitled to certain severance benefits, including certain cash-based severance benefits under Flex’s severance program and change of control benefits. These benefits are described and quantified under the section titled “Executive compensation tables—Potential payments upon termination or change of control.” Our NEOs do not have employment agreements with us, nor does Nextracker currently have any severance plan or program in place for our NEOs. Instead, Flex’s non-executive severance program (the “Standard Severance Program”) covered our NEOs during fiscal year 2023, with the exception of Mr. Bennett who was covered under the Flex Ltd. Executive Severance Plan (the “Executive Severance Program”). In fiscal year 2024, we expect to establish a cash-based severance benefits program for our employees, including our NEOs. Under the Standard Severance Program, in the event of a participant’s involuntary termination of employment due to reductions in force, such as plant closures, mass layoffs and job elimination, the participant could receive the following benefits, subject to the participant entering into a severance and release agreement in a form provided by Flex or applicable Flex business unit entity (“Severance Agreement”).

  50. Termination and change of control arrangements

    | Standard Severance Program termination benefit | Description | | Salary and Benefits Continuation | • Lump-sum severance payment determined pursuant to a formula based on a participant’s base pay and years of service as a regular status employee under the Standard Severance Program, resulting in a severance payment not to exceed an amount equal to either six or twelve months, depending on the NEO | | Bonus Treatment | • Discretionary payment of the most-recently earned quarterly bonus if the participant worked for the entirety of the applicable fiscal quarter |

  51. Termination and change of control arrangements

    As noted above, Mr. Bennett was covered under the Executive Severance Program during fiscal year 2023. Under the Executive Severance Program, in the event of an involuntary termination of employment of the participant without “cause” or voluntary termination by the participant for “good reason” (as each such term is defined in the Executive Severance Program), the participant would receive the following benefits, subject to the participant entering into and complying with a transition and release agreement in a form provided by Flex (“Transition Agreement”):

  52. Termination and change of control arrangements

    | Executive Severance Program termination benefit | Description | | Salary and Benefits Continuation | • Salary and benefits coverage continuation for duration of transition period provided in the Transition Agreement | | Bonus Treatment | • Pro-rated portion of annual bonus, based on actual performance through the end of the performance period | | Equity Vesting | • Time-vested and performance-based Flex RSUs, Flex PSUs and ECC awards under the 2010 Deferred Plan continue vesting during the transition period • Following the transition period, accelerated vesting of Flex RSUs ECC awards under the 2010 Deferred Plan that would have vested during the one-year period following the transition period • Continued vesting is subject to the participant’s release of claims and compliance with post-termination covenants under the Transition Agreement • All other unvested awards are forfeited |

  53. Termination and change of control arrangements

    The following additional termination benefits are applicable to our NEOs in the event of a change of control of Flex:

  54. Termination and change of control arrangements

    | Termination benefit | Description | | 2010 Deferred Plan—Deferred Compensation Vesting | • Accelerated vesting of ECC awards under the 2010 Deferred Plan • Acceleration applies if employment is involuntarily terminated without cause or voluntarily terminated by the participant for good reason within two years of the change of control (i.e., “double trigger” accelerated vesting) |

  55. Termination and change of control arrangements

    | Termination benefit | Description | | Flex 2017 Plan—Equity Vesting | • Accelerated vesting of all unvested awards under Flex’s 2017 Equity Incentive Plan (the “Flex 2017 Plan”), if such awards are not assumed or replaced by the acquiror on an economically equivalent basis • The C&P Committee also has the ability under the Flex 2017 Plan to provide that certain awards may automatically accelerate if employment is involuntarily terminated without cause within a designated time period (not to exceed eighteen months) following a change of control |

  56. Termination and change of control arrangements

    The following additional termination benefits are applicable to our NEOs in the event of a change of control of Nextracker:

  57. Termination and change of control arrangements

    | Termination benefit | Description | | LTIP—Equity Vesting | • Accelerated vesting of all unvested awards under our LTIP, if such awards are not assumed or replaced by the acquiror on an economically equivalent basis |

  58. Summary compensation table

    Summary compensation table

  59. Summary compensation table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Daniel Shugar Chief Executive Officer | 2023 | 460,625 | — | 5,773,029 | 2,512,800 | 324,772 | 7,582 | 100,048 | 9,178,856 | | | 2022 | 415,000 | — | 549,985 | — | 110,992 | 47 | 117,105 | 1,193,129 | | David Bennett Chief Financial Officer | 2023 | 425,950 | — | 1,679,690 | 750,541 | 301,000 | — | 146,092 | 3,303,273 | | | 2022 | 429,000 | — | 425,000 | — | 299,195 | 45,897 | 170,986 | 1,370,078 | | Howard Wenger President | 2023 | 400,000 | — | 3,566,162 | 1,561,120 | 275,815 | 2,399 | 109,820 | 5,915,316 | | | 2022 | 58,333 | — | — | — | 19,602 | — | 42 | 77,977 | | Bruce Ledesma President - Strategy & Administration | 2023 | 390,375 | — | 3,566,162 | 1,561,120 | 275,815 | — | 92,355 | 5,885,827 | | | 2022 | 385,000 | — | 449,984 | — | 102,969 | 6,199 | 108,933 | 1,053,085 | | Nicholas (Marco) Miller Chief Operation Officer | 2023 | 312,514 | — | 1,912,303 | 834,599 | 198,686 | — | 8,889 | 3,266,991 | | | 2022 | 308,431 | 3,540 | 144,997 | — | 77,817 | — | 8,328 | 543,113 |

  60. Summary compensation table

    | (1) Includes amounts contributed by the executive to the 2010 Deferred Plan and relevant 401(k) plan accounts. |

  61. Summary compensation table

    | (2) The Company previously reported in this column the portion of the deferred compensation account for Mr. Bennett that vested during fiscal year 2022. We have updated our reporting to exclude such amounts and, in accordance with SEC disclosure rules, will report the amounts credited to the NEOs’ deferred compensation accounts for the applicable year, whether vested or unvested, as All Other Compensation. As a result of such change, the fiscal year 2022 “Bonus” amount has been updated to exclude $141,000 for Mr. Bennett, which reflected the portion of the deferred compensation account that vested during the year. This column shows a discretionary bonus payout with respect to Mr. Miller for fiscal year 2022. |

  62. Summary compensation table

    | (3) Share awards consist of restricted stock unit, performance stock unit and option awards granted under the LTIP during fiscal year 2023. Share awards also consist of Flex RSUs granted during fiscal year 2022 with respect to Flex’s ordinary shares under the Flex 2017 Plan. The amounts in this column do not reflect compensation actually received by our NEOs, nor do they reflect the actual value that will be realized by our NEOs. Instead, the amounts reflect the grant date fair value as determined by a nationally recognized third-party valuation firm in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) in the case of restricted stock unit, performance stock unit and option awards granted under the LTIP. The fair value of such performance stock units is estimated on the date of grant using a Monte Carlo simulation model. With respect to option awards under the LTIP, notwithstanding such third-party valuation, pursuant to the terms of the LLC Agreement (as defined below), the Company used an assumed equity value of $21.00 per unit for purposes of each option exercise price. Such value was based on the per unit price TPG paid for the LLC Preferred Units (as defined below) acquired prior to our IPO, after giving effect to a reverse split effective January 30, 2023. The grant date value of the performance stock units granted to the NEOs in fiscal year 2023 assuming the maximum level of performance conditions will be achieved is $6,120,638 for Mr. Shugar, $1,780,829 for Mr. Bennett, $3,780,890 for Mr. Wenger, $3,780,890 for Mr. Ledesma and $2,027,448 for Mr. Miller. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the restricted stock unit, performance stock unit and option awards, see Note 7 in the notes to the consolidated financial statements included elsewhere in this Proxy Statement. Similarly, the amounts in this column reflect the grant date fair value for Flex RSUs granted under the Flex 2017 Plan in fiscal year 2022 and are calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of Flex RSUs granted under the Flex 2017 Plan, see Note 5 in the notes to Flex’s audited consolidated financial statements, “Share-based compensation,” included in its Annual Report on Form 10-K with respect to the fiscal year ended March 31, 2023. |

  63. Summary compensation table

    | (4) The amounts in this column represent incentive cash bonuses earned by our NEOs for the relevant year. For additional information, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Short-term incentive bonuses” of this Proxy Statement. |

  64. Summary compensation table

    | (5) The amounts in this column represent the above-market earnings on the 2010 Deferred Plan accounts for certain of our NEOs. None of our NEOs participated in any defined benefit or actuarial pension plans in any period presented. In our Form S-1 registration statement on February 8, 2023 relating to our IPO, the Company reported above-market earnings in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column on the portion of the deferred compensation accounts that were vested during the year rather than reporting such earnings on the entire vested and unvested deferred compensation accounts. In accordance with SEC disclosure rules, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for fiscal year 2022 has been updated as follows to reflect the above-market earnings with respect to the deferred compensation accounts during fiscal year 2022, regardless of whether such amounts were vested or unvested. For fiscal year 2022, the amounts reported are $47 for Mr. Shugar, $45,897 for Mr. Bennett and $6,199 for Mr. Ledesma. See the Nonqualified Deferred Compensation in Fiscal Year 2023 table of this Proxy Statement for additional information. |

  65. Summary compensation table

    | (6) The following table provides a breakdown of compensation included in the “All Other Compensation” column for fiscal year 2023: |

  66. Summary compensation table

    | Name | 401(k) Match Expenses/ Social Security ($)(1) | Medical / Enhanced Long- Term Disability ($)(2) | Total ($) | | Daniel Shugar | 97,692 | 2,356 | 100,048 | | David Bennett | 144,451 | 1,641 | 146,092 | | Howard Wenger | 107,372 | 2,448 | 109,820 | | Bruce Ledesma | 90,034 | 2,321 | 92,355 | | Nicholas (Marco) Miller | 8,889 | — | 8,889 |

  67. Summary compensation table

    | (1) The amounts in this column represent Flex’s and Nextracker’s regular employer matching contributions to the relevant 401(k) plan accounts for our NEOs and employer contributions (i.e., deferred cash awards) to the applicable NEO deferral accounts under the 2010 Deferred Plan. |

  68. Summary compensation table

    | • | 401(k) contributions for Messrs. Shugar, Bennett, Ledesma and Miller were $15,132, $15,538, $13,442 and $8,889, respectively (Mr. Wenger did not participate in the relevant 401(k) programs in fiscal year 2023). |

  69. Summary compensation table

    | • | Deferred compensation plan awards for Messrs. Shugar, Bennett, Wenger and Ledesma were $82,560, $128,913, $107,372 and $76,592, respectively. |

  70. Summary compensation table

    | • | As noted above, in our Form S-1 registration statement on February 8, 2023 relating to our IPO, the Company reported in the “Bonus” column the portion of the deferred compensation accounts that vested during the year rather than reporting in the Summary Compensation Table the portion that was credited to the deferral account for the year. In accordance with SEC disclosure rules, the “All Other Compensation” column for fiscal year 2022 has been updated as follows to reflect the amounts credited to the deferred compensation accounts during fiscal year 2022, regardless of whether such amounts were vested or unvested. For fiscal year 2022, the amounts credited were $103,750 for Mr. Shugar, $157,500 for Mr. Bennett and $96,250 for Mr. Ledesma. |

  71. Summary compensation table

    | (2) The amounts in this column represent Flex’s contribution to the executive long-term disability program, for the benefit of Messrs. Shugar, Bennett, Wenger and Ledesma, which executive program provides additional benefits beyond the basic employee long-term disability program. |

  72. Grants of plan-based awards in fiscal year 2023

    Grants of plan-based awards in fiscal year 2023 The following table presents information about restricted stock unit, performance stock unit and option awards granted to our NEOs under the LTIP (these awards were originally based in units relating to the LLC, and in connection with our IPO, the awards became share-based awards relating to Class A common stock of Nextracker Inc.). There were no grants of awards under the Flex 2017 Plan to our NEOs during fiscal year 2023.

  73. Grants of plan-based awards in fiscal year 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares of Stock or Units (#)(3) | All other option awards: Number of securities underlying options (#)(4) | Exercise or base price of option awards ($/Sh)(4) | Grant Date Fair Value of Shares and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Daniel Shugar | 4/6/2022 | — | — | — | 49,201 | 132,976 | 265,952 | — | — | — | 3,060,319 | | | 4/6/2022 | — | — | — | — | — | — | 132,976 | — | — | 2,712,710 | | | 4/6/2022 | — | — | — | — | — | — | — | 398,571 | $21.00 | 2,512,800 | | | 4/6/2022 | 70,650 | 235,500 | 471,000 | — | — | — | — | — | — | — | | David Bennett | 4/6/2022 | — | — | — | 14,315 | 38,690 | 77,380 | — | — | — | 890,414 | | | 4/6/2022 | — | — | — | — | — | — | 38,690 | — | — | 789,276 | | | 4/6/2022 | — | — | — | — | — | — | — | 119,048 | $21.00 | 750,541 | | | 4/6/2022 | 65,513 | 218,375 | 436,750 | — | — | — | — | — | — | — | | Howard Wenger | 4/6/2022 | — | — | — | 30,393 | 82,143 | 164,286 | — | — | — | 1,890,445 | | | 4/6/2022 | — | — | — | — | — | — | 82,143 | — | — | 1,675,717 | | | 4/6/2022 | — | — | — | — | — | — | — | 247,619 | $21.00 | 1,561,120 | | | 4/6/2022 | 60,000 | 200,000 | 400,000 | — | — | — | — | — | — | — | | Bruce Ledesma | 4/6/2022 | — | — | — | 30,393 | 82,143 | 164,286 | — | — | — | 1,890,445 | | | 4/6/2022 | — | — | — | — | — | — | 82,143 | — | — | 1,675,717 | | | 4/6/2022 | — | — | — | — | — | — | — | 247,619 | $21.00 | 1,561,120 | | | 4/6/2022 | 60,000 | 200,000 | 400,000 | — | — | — | — | — | — | — | | Nicholas (Marco) Miller | 4/6/2022 | — | — | — | 16,298 | 44,048 | 88,096 | — | — | — | 1,013,724 | | | 4/6/2022 | — | — | — | — | — | — | 44,048 | — | — | 898,579 | | | 4/6/2022 | — | — | — | — | — | — | — | 132,381 | $21.00 | 834,599 | | | 4/6/2022 | 42,234 | 144,113 | 288,226 | — | — | — | — | — | — | — |

  74. Grants of plan-based awards in fiscal year 2023

    | (1) These amounts show the range of possible payouts under the cash incentive programs for fiscal year 2023. The maximum payment represents 200% of the target payment. The threshold payment represents 30% of target payout levels. For the short-term incentive bonus plan, the amounts actually earned for fiscal year 2023 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. For additional information, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Short-term incentive bonuses” of this Proxy Statement. |

  75. Grants of plan-based awards in fiscal year 2023

    | (2) These amounts show the range of estimated future vesting of the performance stock unit awards granted in fiscal year 2023 under the LTIP. These awards cliff vest after a three-year performance period, provided that the NEO continues to remain employed on the vesting date. Vesting is based on performance that is measured over three distinct measurement periods with respect to three separate tranches of performance stock units under the awards (the first measurement period relates to fiscal year 2023, the second measurement period relates to fiscal year 2024, and the third measurement period relates to fiscal year 2025). The measurement period for fiscal year 2023 was subject to performance criteria that was based on the financial metrics of our annual short-term incentive program (i.e., excluding the executive milestones component). With respect to the measurement period that relates to fiscal year 2024 and the measurement period that relates to fiscal year 2025, (i) 50% of the performance criteria will be modeled on our short-term incentive program, and (ii) 50% of the performance criteria will relate to our TSR relative to the companies that generally comprise the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index) as of April 1st of the year of the applicable measurement period (the “TSR Component”). The maximum payout for each NEO represents 200% of the target payout. The threshold payout for each NEO for the performance criteria that relates to our short-term incentive program is generally based on the threshold payout levels under such program. The threshold payout for each NEO for the performance criteria that relates to the TSR Component is 50% of the TSR Component’s target payout. For additional information, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  76. Grants of plan-based awards in fiscal year 2023

    | (3) This column shows the number of service-based restricted stock unit awards granted in fiscal year 2023 under the LTIP. For each NEO, |

  77. Grants of plan-based awards in fiscal year 2023

    the restricted stock units vest in three annual installments at the rate of 30%, 30% and 40%, respectively, per year, provided that the NEO continues to remain employed on the vesting dates. For additional information, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement.

  78. Grants of plan-based awards in fiscal year 2023

    | (4) This column shows the number of option shares granted pursuant to option awards in fiscal year 2023 under the LTIP. These awards cliff vest after a four-year performance period, provided that the NEO continues to remain employed on the vesting date. Vesting is based on the extent to which our CAGR equals or exceeds certain specified percentages at the end of the performance period relative to our equity valuation of $3 billion as of the beginning of the performance period. For additional information, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  79. Grants of plan-based awards in fiscal year 2023

    | (5) This column shows the grant date fair value of restricted stock unit awards, performance stock units and stock option awards under the LTIP under FASB ASC Topic 718 granted to our NEOs in fiscal year 2023. The grant date fair value is the amount that will be expensed in Nextracker’s financial statements over the awards’ vesting schedule. For restricted stock units, the grant date fair value reflects the determination by a nationally recognized third-party valuation firm in accordance with FASB ASC Topic 718 as of the grant date. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the restricted stock unit, performance stock unit and option awards, see Note 7 in the notes to our audited combined financial statements, “Stock-based compensation,” included elsewhere in this Proxy Statement. |

  80. Outstanding equity awards at 2023 fiscal year-end

    Outstanding equity awards at 2023 fiscal year-end The following tables separately present information regarding the outstanding equity awards held by our NEOs under the LTIP and the Flex 2017 Plan as of March 31, 2023. The table relating to Nextracker shows information that specifically relates to the outstanding restricted stock unit, performance stock unit and option awards held by our NEOs under the LTIP. The table relating to Flex shows information that specifically relates to the outstanding awards of Flex RSUs, Flex PSUs and Flex options held by our NEOs under the LTIP. The market value of the share awards is based on the closing price of Nextracker’s Class A common stock or Flex’s ordinary shares, as applicable, as of March 31, 2023, which was $36.26 or $23.01, respectively. For additional information on our equity incentive programs, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement. Nextracker – LTIP: With respect to performance stock unit awards described below (and referred to as PSUs below), the number of unearned shares and the market values shown assume all performance criteria are met at target based on performance through March 31, 2023.

  81. Outstanding equity awards at 2023 fiscal year-end

    | | Option Awards | | | | | Share Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Daniel Shugar | — | — | 398,571(1) | 21 | 3/15/2027 | — | — | — | — | | | — | — | — | — | — | 132,976(2) | 4,821,710 | — | — | | | — | — | — | — | — | 63,750(3) | 2,311,575 | — | — | | | — | — | — | — | — | — | — | 93,083(4) | 3,375,190 | | David Bennett | — | — | 119,048(1) | 21 | 3/15/2027 | — | — | — | — | | | — | — | — | — | — | 38,690(2) | 1,402,899 | — | — | | | — | — | — | — | — | 18,548(3) | 672,565 | — | — | | | — | — | — | — | — | — | — | 27,083(4) | 982,030 |

  82. Outstanding equity awards at 2023 fiscal year-end

    | | Option Awards | | | | | Share Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Howard Wenger | — | — | 247,619(1) | 21 | 3/15/2027 | — | — | — | — | | | — | — | — | — | — | 82,143(2) | 2,978,505 | — | — | | | — | — | — | — | — | 39,380(3) | 1,427,926 | — | — | | | — | — | — | — | — | — | — | 57,500(4) | 2,084,950 | | Bruce Ledesma | — | — | 247,619(1) | 21 | 3/15/2027 | — | — | — | — | | | — | — | — | — | — | 82,143(2) | 2,978,469 | — | — | | | — | — | — | — | — | 39,380(3) | 1,427,926 | — | — | | | — | — | — | — | — | — | — | 57,500(4) | 2,084,950 | | Nicholas (Marco) Miller | — | — | 132,381(1) | 21 | 3/15/2027 | — | — | — | — | | | — | — | — | — | — | 44,048(2) | 1,597,180 | — | — | | | — | — | — | — | — | 21,117(3) | 765,702 | — | — | | | — | — | — | — | — | — | — | 30,833(4) | 1,118,005 |

  83. Outstanding equity awards at 2023 fiscal year-end

    | (1) Represents stock options that vest between 0% and 100% based on our equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four-year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of our closing prices on the previous twenty (20) trading days prior to March 31, 2026, subject to the applicable NEO’s continued service through March 31, 2026. |

  84. Outstanding equity awards at 2023 fiscal year-end

    | (2) Represents service-based restricted stock units (“RSUs”). The RSUs vest 30% on April 1, 2023, 30% on April 1, 2024, and the remainder on April 1, 2025, subject to the NEO’s continued service through the relevant vesting date. |

  85. Outstanding equity awards at 2023 fiscal year-end

    | (3) Represents RSUs which have been earned with respect to outstanding performance stock units (“PSUs”), which were earned upon the certification by our Board of Directors of the level of achievement of the performance metrics applicable to the PSUs for the performance period from April 1, 2022 to March 31, 2023. These earned PSUs were earned at a level of 159.8% of target. For additional information regarding the vesting of the PSUs, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement. The earned PSUs will service-vest on March 31, 2025, subject generally to the NEO’s continued employment through such date. |

  86. Outstanding equity awards at 2023 fiscal year-end

    | (4) Represents the target PSUs that remain outstanding and subject to performance criteria. A portion of the target PSUs will vest based on the achievement of performance criteria for the measurement period beginning on April 1, 2023 and ending on March 31, 2024, and the remaining PSUs will vest based on the achievement of performance criteria for the measurement period beginning on April 1, 2024 and ending on March 31, 2025. For additional information regarding the vesting of the PSUs, see the section titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  87. Outstanding equity awards at 2023 fiscal year-end

    Flex – Flex 2017 Plan: With respect to the Flex PSUs described below, the number of unearned shares and the market values shown assume all performance criteria are met at maximum based on performance through March 31, 2023.

  88. Outstanding equity awards at 2023 fiscal year-end

    | | | | | Share Awards | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Daniel Shugar | 8,673(3) | 199,566 | — | — | | | — | — | 17,345(8) | 399,101 | | | 20,518(3) | 472,119 | — | — | | | 32,491(4) | 747,616 | — | — | | David Bennett | 5,534(5) | 127,337 | — | — | | | — | — | 13,045(8) | 300,158 | | | 6,523(5) | 150,094 | — | — | | | 15,551(5) | 357,829 | — | — | | | 24,436(4) | 562,271 | — | — | | Bruce Ledesma | 9,788(6) | 225,222 | — | — | | | — | — | 14,191(8) | 326,527 | | | 7,096(6) | 163,279 | — | — | | | 16,788(6) | 386,292 | — | — | | | 26,583(4) | 611,667 | — | — | | Nicholas (Marco) Miller | 2,766(7) | 63,646 | — | — | | | 3,469(7) | 79,822 | — | — | | | 5,410(7) | 124,484 | — | — |

  89. Outstanding equity awards at 2023 fiscal year-end

    | (1) This column includes Flex PSUs granted in fiscal year 2021 under the Flex 2017 Plan which vesting is based on Flex’s TSR relative to the return of the S&P 500 Index. |

  90. Outstanding equity awards at 2023 fiscal year-end

    | (2) The projected payouts for Flex PSUs for the 2020-2023 performance cycle are reported at maximum. |

  91. Outstanding equity awards at 2023 fiscal year-end

    | (3) 8,673 shares vest on June 19, 2023; and 10,259 shares vest on each of June 30, 2023 and June 30, 2024. |

  92. Outstanding equity awards at 2023 fiscal year-end

    | (4) Actual payout for Year 1 and Year 2 relative total shareholder return (“rTSR”) Flex PSUs (“rTSR Flex PSUs”) to vest on June 3, 2023. |

  93. Outstanding equity awards at 2023 fiscal year-end

    | (5) 5,534 shares vest on June 11, 2023; 6,523 shares vest on June 3, 2023; and 7,775 and 7,776 shares vest on each of June 9, 2023 and June 9, 2024, respectively. |

  94. Outstanding equity awards at 2023 fiscal year-end

    | (6) 9,788 shares vest on May 31, 2023; 7,096 shares vest on June 19, 2023; and 8,394 shares vest on each of June 30, 2023 and June 30, 2024. |

  95. Outstanding equity awards at 2023 fiscal year-end

    | (7) 2,766 shares vest on June 14, 2023; 3,469 shares vest on June 19, 2023; and 2,705 shares vest on each of June 30, 2023 and June 30, 2024. |

  96. Outstanding equity awards at 2023 fiscal year-end

    | (8) Remaining TSR Flex PSUs vest on June 3, 2023 assuming a maximum payout. |

  97. Pension benefits in fiscal year 2023

    Pension benefits in fiscal year 2023 Our NEOs do not receive any compensation in the form of pension benefits.

  98. Nonqualified deferred compensation in fiscal year 2023

    Nonqualified deferred compensation in fiscal year 2023 During fiscal year 2023, certain of our NEOs participated in the 2010 Deferred Plan. Flex’s deferred compensation program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Under the 2010 Deferred Plan, participating officers may defer up to 70% of their base salary and bonus, net of certain statutory and benefit deductions. Flex may make a discretionary matching contribution for these deferrals to reflect limitations on the matching contribution under Flex’s 401(k) plan. Under this plan, Flex may also make annual employer contributions, in amounts up to 37.5% of Mr. Bennett’s base salary and 25% of Messrs. Shugar’s, Wenger’s and Ledesma’s base salaries, which will cliff vest after four years. For these annual contributions, 50% of the funding is paid as a percentage of base salary and the remaining 50% is performance-based, up to a maximum of 150%. This aligns to the distribution of performance and time-based elements in Flex’s long-term compensation programs. Amounts credited to the deferral accounts are deemed to be invested in hypothetical investments selected by a participant or an investment manager on behalf of each participant. Participants in the 2010 Deferred Plan may receive their vested deferred compensation balances upon termination of employment at such time as is specified in their deferral agreements, which may include a lump sum payment or installment payments made over a period of years. Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years. In connection with Flex’s deferred compensation program, Flex has entered into trust agreements providing for irrevocable trusts into which Flex deposits cash or other assets, equal to the aggregate amount required to be credited to the participants’ deferral accounts, less any applicable taxes to be withheld. The deferred account balances of the participants in the deferred compensation program are unfunded and unsecured obligations of Flex, receive no preferential standing and are subject to the same risks as any of our other general obligations. For a discussion of the contributions granted to each of our NEOs and their vesting terms, including vesting upon the executive’s termination or a change of control of Flex, see the sections of this Proxy Statement titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Deferred compensation awards” and “Executive compensation—Potential payments upon termination or change of control.” The following table presents information for fiscal year 2023 regarding, as applicable: (i) contributions to our NEOs’ deferred compensation plan accounts that are made by the executive; (ii) contributions to our NEOs’ deferred compensation plan accounts that are made by Flex; (iii) aggregate earnings (or losses) on our NEOs’ deferred compensation plan accounts; (iv) aggregate withdrawals and distributions from our NEOs’ deferred compensation plan accounts; and (v) our NEOs’ deferred compensation plan account balances as of the end of the fiscal year.

  99. Nonqualified deferred compensation table

    Nonqualified deferred compensation table

  100. Nonqualified deferred compensation table

    | Name | Executive contributions in last fiscal year ($)(1) | Employer contributions in last fiscal year ($)(2) | Aggregate earnings (losses) in last fiscal year ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at fiscal year-end ($)(4) | | Daniel Shugar | — | 82,560 | 7,582 | — | 312,368 | | David Bennett | 29,919 | 128,913 | (78,783) | 118,686 | 1,387,311 | | Howard Wenger | — | 107,372(5) | 2,399 | — | 109,771 | | Bruce Ledesma | — | 76,592 | (17,786) | — | 337,708 | | Nicholas (Marco) Miller | — | — | — | — | — |

  101. Nonqualified deferred compensation table

    | (1) Reflects the salary payments deferred by our NEOs during the fiscal year. These amounts are included in the Summary Compensation Table under the “Salary” column, as applicable. |

  102. Nonqualified deferred compensation table

    | (2) These amounts represent Flex’s employer contributions under the 2010 Deferred Plan. These amounts cliff vest after four years. None of these amounts have vested under this plan as of March 31, 2023. For additional information on these amounts and their vesting terms, including vesting upon the executive’s termination or change of control of Flex, see the sections of this Proxy Statement titled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2023 executive compensation—Deferred compensation awards” and “Executive compensation—Potential payments upon termination or change of control.” |

  103. Nonqualified deferred compensation table

    | (3) Reflects earnings (or losses) for each NEO on both the vested and unvested portions of the executive’s deferred compensation account(s). The above-market portion of the earnings on the vested portion of the executive’s deferred compensation account(s) is included under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. |

  104. Nonqualified deferred compensation table

    | (4) The amounts in this column include the following unvested balances related to the respective 2010 Deferred Plan account of the NEOs: Daniel Shugar—$312,368; David Bennett—$511,508; Howard Wenger—$109,771; and Bruce Ledesma—$337,708. |

  105. Nonqualified deferred compensation table

    | (5) Amount includes Howard Wenger’s employer contribution of $96,250 that was funded in July 2022 and previously reported in our Form S-1 registration statement on February 8, 2023 relating to our IPO. |

  106. Potential payments upon termination or change of control

    Potential payments upon termination or change of control As described in the section titled “Compensation discussion and analysis” of this Proxy Statement, our NEOs do not have employment agreements with us, nor do we currently have any severance plan or program in place for our NEOs. With respect to fiscal year 2023, our NEOs were eligible for certain termination and change of control benefits under the Standard Severance Program, the Executive Severance Program, the LTIP, the 2010 Deferred Plan and under the Flex 2017 Plan, as applicable. The following descriptions separately present information regarding termination and change in control benefits under the relevant programs of Flex and Nextracker. Acceleration of vesting of equity awards—LTIP. The number of unvested equity awards under the LTIP held by each NEO as of March 31, 2023 is listed above in the Outstanding Equity Awards at 2023 Fiscal Year-End table. The LTIP provides certain benefits to plan participants in the event of the termination of such participant’s employment or a change of control of Nextracker. The terms of these benefits are described below.

  107. Potential payments upon termination or change of control

    | • | Treatment of certain awards upon retirement. Subject to any waiver by the C&P Committee, all unvested awards granted under the LTIP will be forfeited if the NEO’s employment ceases due to retirement. |

  108. Potential payments upon termination or change of control

    | • | Treatment of certain awards upon death or disability. |

  109. Potential payments upon termination or change of control

    Pursuant to the award agreement relating to performance stock units granted under the LTIP, if an NEO ceases to provide services to Nextracker due to death or disability, then certain portions of the awards will vest or remain eligible to vest depending on whether the relevant one-year measurement period within the three-year performance period under such awards has commenced. If such measurement period has commenced and is completed at the time of the termination of service due to death or disability, then the performance stock units attributable to such measurement period will vest on the date of such termination (contingent on the prior attainment of the applicable performance criteria). If the measurement period has commenced, but is not completed at the time of the termination of service due to death or disability, then the performance stock units attributable to such measurement period will vest, if at all, on a pro-rata basis at the close of such measurement period (contingent on the future attainment of the applicable performance criteria). Pursuant to the award agreement relating to option awards under the LTIP, if an NEO ceases to provide services to Nextracker and its affiliates due to death or disability, then a pro-rata amount of the then-unvested options will remain eligible to vest (contingent on the future attainment of the applicable performance criteria) and, if applicable, be exercisable until the expiration date for the options on March 15, 2027.

  110. Potential payments upon termination or change of control

    | • | Accelerated vesting upon a change of control. |

  111. Potential payments upon termination or change of control

    Pursuant to the award agreement relating to option awards under the LTIP, in the event of a change of control (as defined in the option award), any then-unvested options will (i) be fully vested (contingent on the attainment of the applicable performance criteria relating, in the case of a change of control, to the implied equity value of Nextracker) and, if applicable, (ii) be exercisable until the expiration date for the options on March 15, 2027. In addition, the LTIP includes change in control protections, in the event of a change of control (as defined in the LTIP) in which the relevant awards are not converted, assumed or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, and in such event, such awards will automatically vest and become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to the change of control and, following the consummation of such a change of control, all such awards will terminate and cease to be outstanding. The consummation of this offering and the transactions contemplated in connection therewith are not expected to constitute a change in control of Nextracker. The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO under Nextracker’s compensation and benefit plans in the event of a change of control or upon a qualifying termination of employment (i.e., involuntary termination without cause, retirement, death or disability), including the accelerated vesting of performance stock unit and option awards under the LTIP. It is assumed for purposes of the following table that the LTIP is not assumed by the successor company in connection with the change of control. Additionally, calculations for the applicable tables further assume that the triggering event took place on March 31, 2023, the last business day of Nextracker’s 2023 fiscal year, and are based on the closing price per share of Nextracker’s Class A common stock on such date, which was $36.26.

  112. Potential payments upon termination or change of control

    | Name | Change in control and assumption of awards ($) | Change in control and no assumption of award ($) | Involuntary termination without cause or voluntary termination for good reason ($) | Retirement ($) | Death or disability ($)(1) | | Daniel Shugar | | | | | | | Vesting of Stock Options | 6,082,193 | 6,082,193 | — | — | 1,520,548 | | Vesting of RSUs | — | 4,821,710 | — | — | 1,446,513 | | Vesting of PSUs | — | 4,821,710 | — | — | 2,311,575 | | Total | 6,082,193 | 15,725,613 | — | — | 5,278,636 | | David Bennett | | | | | | | Vesting of Stock Options | 1,816,672 | 1,816,672 | — | — | 454,168 | | Vesting of RSUs | — | 1,402,899 | — | — | 420,870 | | Vesting of PSUs | — | 1,402,899 | — | — | 672,565 | | Total | 1,816,672 | 4,622,471 | — | — | 1,547,603 | | Howard Wenger | | | | | | | Vesting of Stock Options | 3,778,666 | 3,778,666 | — | — | 944,666 | | Vesting of RSUs | — | 2,978,505 | — | — | 893,552 | | Vesting of PSUs | — | 2,978,505 | — | — | 1,427,926 | | Total | 3,778,666 | 9,735,676 | — | — | 3,266,144 | | Bruce Ledesma | | | | | | | Vesting of Stock Options | 3,778,666 | 3,778,666 | — | — | 944,666 | | Vesting of RSUs | — | 2,978,505 | — | — | 893,552 | | Vesting of PSUs | — | 2,978,505 | — | — | 1,427,926 | | Total | 3,778,666 | 9,735,676 | — | — | 3,266,144 | | Nicholas (Marco) Miller | | | | | | | Vesting of Stock Options | 2,020,134 | 2,020,134 | — | — | 505,034 | | Vesting of RSUs | — | 1,597,180 | — | — | 479,154 | | Vesting of PSUs | — | 1,597,180 | — | — | 765,702 | | Total | 2,020,134 | 5,214,495 | — | — | 1,749,890 |

  113. Potential payments upon termination or change of control

    | (1) Pro-rata vesting to apply based on the period of service, relative to the applicable measurement period. |

  114. Flex Programs

    Flex Programs Acceleration of vesting of deferred compensation—2010 Deferred Plan. If the employment of any participant in the 2010 Deferred Plan is involuntarily terminated without cause or is terminated by the executive with good reason within two years following a change of control (as defined in the 2010 Deferred Plan), a portion of the unvested balance of the deferred compensation account of such participant will vest. In addition, continued vesting of the deferred compensation account that is attributable to 2020 incentive accruals will apply in the event of a participant’s qualifying retirement (with “retirement” meaning a voluntary termination of service after the participant has attained the age 55 and completed at least 5 years of service as an employee with respect to Flex and its affiliates, with such years of age and service totaling at least 65). Acceleration of vesting of equity awards—Flex 2017 Plan. The number of unvested equity awards under the Flex 2017 Plan held by each NEO as of March 31, 2023 is listed above in the Outstanding Equity Awards at 2023 Fiscal Year-End table. The Flex 2017 Plan provides certain benefits to plan participants in the event of the termination of such participant’s employment or a change of control of Flex. The terms of these benefits are described below.

  115. Flex Programs

    | • | Treatment of certain awards upon retirement. In general and subject to any waiver by the Flex C&P Committee, all unvested Flex RSU awards held by an NEO will be forfeited if the NEO’s employment ceases for any reason. However, certain award agreements granted under the Flex 2017 Plan provide for continued vesting on the vesting dates specified in such award agreements in the event that an NEO’s employment ceases due to a qualifying retirement. Such continued vesting has applied traditionally with respect to Flex PSUs granted prior to fiscal year 2021 (on a pro-rata basis and contingent on attainment of the applicable performance criteria) with “retirement” meaning a voluntary termination of service after the NEO has attained the age 60 and completed at least 10 years of service as an employee with respect to Flex and its affiliates. Beginning in fiscal year 2021, Flex RSU and Flex PSU awards granted receive continued vesting upon retirement, with “retirement” meaning a voluntary termination of service after the NEO has attained the age 55 and completed at least 5 years of service as an employee with respect to Flex and its affiliates, with such years of age and service totaling at least 65. At the current time, Mr. Shugar is the only NEO that satisfies the retirement criteria. |

  116. Flex Programs

    | • | Treatment of certain awards upon death or disability. Certain award agreements for Flex RSUs and Flex PSUs granted under the Flex 2017 Plan starting in June 2020 provide that if an NEO ceases to provide services to Flex due to death or disability, then the awards thereunder will accelerate after the qualifying termination. In such circumstances, (i) Flex RSUs will immediately vest and (ii) Flex PSUs will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. |

  117. Flex Programs

    | • | Double-trigger vesting upon a change of control. The Flex 2017 Plan includes “double trigger” features, meaning that unvested Flex RSU awards vest immediately only if (i) there is a change of control of Flex and (ii)(x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) if provided by the Flex C&P Committee, the service of the award recipient is involuntarily terminated within a designated period following the effective date of such change of control, as described below. |

  118. Flex Programs

    Under the terms of the Flex 2017 Plan, unless otherwise provided in the applicable award agreement or other agreement between Flex and an NEO, in the event of a change of control of Flex (as defined in the Flex 2017 Plan) in which the NEO’s awards are not converted, assumed or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, then all forfeiture restrictions on such awards will lapse immediately prior to the change of control and, following the consummation of such a change of control, all such awards will terminate and cease to be outstanding. Where awards under the Flex 2017 Plan are assumed or continued after a change of control, the Flex C&P Committee may provide that one or more awards will automatically accelerate upon an involuntary termination of service within a designated period (not to exceed eighteen (18) months) following the effective date of such change of control. If the Flex C&P Committee so determines, immediately upon an involuntary termination of service following a change of control, all forfeiture restrictions on such award will lapse. Flex Severance Program. On August 20, 2015, Flex adopted the Severance Plan for Job Grade 34 and Severance Plan for Job Grades 32-33 (collectively, referred to above as the “Standard Severance Program”), and on January 17, 2019 the Flex C&P Committee adopted the Flex Ltd. Executive Severance Plan (referred to above as the “Executive Severance Program”). During fiscal year 2023, our NEOs participated in these programs (collectively the “Flex Severance Program”), with the severance benefits as outlined in the following table:

  119. Flex Programs

    | Severance plan | Participants | Severance benefit provided | Severance trigger | | Severance Plan for Job Grade 34 | Daniel Shugar, Bruce Ledesma and Howard Wenger | • 16 weeks base pay, plus 3 weeks of base pay for each full year of service, with the total benefit capped at 12 months • Bonus for completed performance periods, if termination occurs between end of performance period and payment date | • Involuntary termination related to a reduction in force, job elimination or facility closure | | Severance Plan for Job Grades 31-33 | Nicholas (Marco) Miller | • 12 weeks base pay, plus 2 weeks of base pay for each full year of service, with the total benefit capped at 6 months • Bonus for completed performance periods, if termination occurs between end of performance period and payment date | | | Flex Ltd. Executive Severance Plan | David Bennett | • Described below | • Described below |

  120. Flex Programs

    Under the Standard Severance Program, the NEO will receive the benefits described above, subject to the NEO entering into and complying with a Severance Agreement in a form provided by Flex. Under the Executive Severance Program, in the event of an involuntary termination of employment without “cause” or a voluntary termination for “good reason” (each such term as defined in the Executive Severance Program), the participant will receive the following benefits, subject to the participant entering into and complying with a Transition Agreement in a form provided by Flex:

  121. Flex Programs

    | • | continuation of base salary and benefits coverage during the transition period provided in the Transition Agreement and pro rata payment of annual bonus; |

  122. Flex Programs

    | • | continued vesting of Flex RSUs, Flex PSUs and ECC awards under the 2010 Deferred Plan during the transition period; and |

  123. Flex Programs

    | • | following the transition period, accelerated vesting of Flex RSUs and ECC awards under the 2010 Deferred Plan that would have vested during the one-year period following the transition period. |

  124. Flex Programs

    During the transition period, the participant will be required to discharge his or her transition duties and comply with other terms and conditions to be set forth in the Transition Agreement, including customary non-competition, non-solicitation, non-disclosure, non-disparagement and cooperation provisions. Any violation of such obligations may result in cessation of benefits and clawback rights for Flex. There are no tax gross-ups in any of the severance plans. The consummation of this offering and the transactions contemplated in connection therewith are not expected to constitute a change in control of Flex.

  125. Potential payments upon termination or change of control as of March 31, 2023

    Potential payments upon termination or change of control as of March 31, 2023 The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO under Flex’s compensation and benefit plans in the event of a change of control or upon a qualifying termination of employment (i.e., involuntary termination without cause, retirement, death or disability), including the accelerated vesting of Flex RSUs and Flex PSUs under the Flex 2017 Plan. However, the following table does not include potential payouts of vested benefits under the 2010 Deferred Plan. It is assumed for purposes of the following table that the Flex 2017 Plan is not assumed by the successor company in connection with the change of control. Additionally, calculations for the applicable tables further assume that the triggering event took place on March 31, 2023, the last business day of Nextracker’s and Flex’s 2023 fiscal year, and are based on the closing price per share of Flex’s ordinary shares on such date, which was $23.01.

  126. Potential payments upon termination or change of control as of March 31, 2023

    | Name | Change in control with termination ($) | Change in control and no assumption of award ($)(1) | Involuntary termination without cause or voluntary termination for good reason ($)(2) | Retirement ($)(3) | Death or disability(4) | | Daniel Shugar | | | | | | | Base Pay Severance(5) | 863,000 | — | 863,000 | — | — | | Benefits Continuation(5) | — | — | — | — | — | | Bonus Severance(6) | 324,772 | — | 324,772 | 324,772 | 324,772 | | Vesting of Deferred Compensation(7) | 229,811 | — | 122,493 | 252,499 | 252,499 | | Vesting of Service-based RSUs(8) | 671,685 | 671,685 | — | 671,685 | 671,685 | | Vesting of Performance-based RSUs(8)(9) | 598,651 | 598,651 | — | — | — | | Pro Rata Vesting of PSUs | — | — | — | 563,124(9) | 890,986 | | Total | 2,687,919 | 1,270,336 | 1,310,265 | 1,812,080 | 2,139,942 | | David Bennett | | | | | | | Base Pay Severance(5) | 470,000 | — | 470,000 | — | — | | Benefits Continuation(5) | 21,026 | 21,026 | — | — | — | | Bonus Severance(6) | 301,000 | — | 301,000 | — | 301,000 | | Vesting of Deferred Compensation(7) | 378,646 | — | 233,806 | 384,583 | 384,563 | | Vesting of Service-based RSUs(8) | 635,260 | 635,260 | 635,260 | — | 635,260 | | Vesting of Performance-based RSUs(8) | 450,237 | 450,237 | 450,237 | — | — | | Pro Rata Vesting of PSUs | — | — | — | — | 670,714 | | Total | 2,256,169 | 1,085,497 | 2,111,329 | 384,513 | 1,991,537 | | Howard Wenger | | | | | | | Base Pay Severance(5) | 184,519 | — | 184,519 | — | — | | Benefits Continuation(5) | — | — | — | — | — | | Bonus Severance(6) | 275,815 | — | 275,815 | — | 275,815 | | Vesting of Deferred Compensation(7) | — | — | 110,660 | 110,660 | 110,660 | | Vesting of Service-based RSUs(8) | — | — | — | — | — | | Vesting of Performance-based RSUs(8)(9) | — | — | — | — | — | | Pro Rata Vesting of PSUs | — | — | — | — | — | | Total | 460,334 | — | 570,994 | 110,660 | 386,475 | | Bruce Ledesma | | | | | | | Base Pay Severance(5) | 242,788 | — | 242,788 | — | — | | Benefits Continuation(5) | — | — | — | — | — | | Bonus Severance(6) | 275,815 | — | 275,815 | — | 275,815 | | Vesting of Deferred Compensation(7) | 265,281 | — | 174,262 | 225,816 | 225,816 |

  127. Potential payments upon termination or change of control as of March 31, 2023

    | Name | Change in control with termination ($) | Change in control and no assumption of award ($)(1) | Involuntary termination without cause or voluntary termination for good reason ($)(2) | Retirement ($)(3) | Death or disability(4) | | Vesting of Service-based RSUs(8) | 774,793 | 774,793 | — | — | 774,793 | | Vesting of Performance-based RSUs(8)(9) | 489,791 | 489,791 | — | — | — | | Pro Rata Vesting of PSUs | — | — | — | — | 728,133 | | Total | 2,048,468 | 1,264,584 | 692,865 | 225,816 | 2,004,557 | | Nicholas (Marco) Miller | | | | | | | Base Pay Severance(3) | 197,500 | — | 197,500 | — | — | | Benefits Continuation(5) | — | — | — | — | — | | Bonus Severance(3) | 198,686 | — | 198,686 | — | 198,686 | | Vesting of Deferred Compensation(7) | — | — | — | — | — | | Vesting of Service-based RSUs(4) | — | 267,952 | — | — | 267,952 | | Vesting of Performance-based RSUs(8)(9) | — | — | — | — | — | | Pro Rata Vesting of PSUs | — | — | — | — | — | | Total | 396,186 | 267,952 | 396,186 | — | 466,638 |

  128. Potential payments upon termination or change of control as of March 31, 2023

    | (1) The amounts shown represent the estimated value of the accelerated vesting of Flex RSUs and Flex PSUs (at target) following a change of control under the terms of the Flex 2017 Plan, which assumes that such awards are not assumed or replaced by the successor corporation or its parent. If such awards are assumed or replaced in a change of control transaction, the vesting of such awards will not accelerate; provided, that the Flex C&P Committee may determine that awards under the Flex 2017 Plan may be accelerated if the executive is involuntarily terminated within a certain period (not to exceed 18 months) following a change of control. All amounts shown in this column represent the intrinsic value of the awards based on the closing price of Flex’s ordinary shares on March 31, 2023, the assumed date of the triggering event. |

  129. Potential payments upon termination or change of control as of March 31, 2023

    | (2) The amounts shown represent the estimated value of amounts payable under the Flex Severance Program subject to the participant entering into and complying with a Severance Agreement or Transition Agreement, as applicable. |

  130. Potential payments upon termination or change of control as of March 31, 2023

    | (3) For termination of service due to retirement, (i) Flex RSUs granted starting in June 2020 will continue to vest; (ii) the Flex PSUs will not terminate; and (iii) a pro-rata number of vested shares shall be issued to the executive upon the vesting of the award pursuant to achieving the performance criteria at the end of the original performance period. The amounts reported assume vesting at 100% of target shares. In addition, Flex RSU awards granted in fiscal year 2022 will remain eligible for continued vesting in the event of a termination of service due to retirement. |

  131. Potential payments upon termination or change of control as of March 31, 2023

    | (4) For termination of service due to death or disability, (i) Flex RSUs granted starting in June 2020 will immediately vest in full, and (ii) PSUs granted starting in June 2020 will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. The amounts disclosed above are target amounts as the cycles have not yet been completed. |

  132. Potential payments upon termination or change of control as of March 31, 2023

    | (5) Reference different severance calculations in the “Flex Severance Program” description above. |

  133. Potential payments upon termination or change of control as of March 31, 2023

    | (6) Represents payment of a pro-rated portion of the participant’s annual bonus. |

  134. Potential payments upon termination or change of control as of March 31, 2023

    | (7) The amount shown represents the applicable portion of the unvested balance of the executive’s deferred compensation account in the event the executive is terminated: (i) without cause or for good reason within 24 months following a change in control (as defined in the 2010 Deferred Plan), in which case all employer contributions made at least 13 months prior to the termination date will vest, (ii) without cause or for good reason if such termination does not occur in connection with a change in control, in which case normal vesting occurs during a one-year transition period and accelerated vesting applies with respect to a one-year period that follows the transition period, (iii) by reason of retirement, in which case all employer contributions made during or after July 2020 remain eligible to continue vesting, and (iv) by reason of death or disability, in which case all employer contributions made during or after July 2020 are subject to accelerated vesting. No executive’s deferred compensation account will vest upon a change in control. |

  135. Potential payments upon termination or change of control as of March 31, 2023

    | (8) Includes Flex RSUs and Flex PSUs that vest between April 1, 2023 to March 31, 2025. |

  136. Potential payments upon termination or change of control as of March 31, 2023

    | (9) The amounts shown represent rTSR Flex PSU performance at target through March 31, 2023. |

  137. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for fiscal year 2023. The table also provides information on our cumulative TSR, the cumulative TSR of our Peer Group, Net Income and Revenue.

  138. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) ($) (h) | Revenue(5)(6) ($) (i) | | | | | | | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | | | | FY2023 | 9,178,856 | 12,042,936 | 4,592,852 | 5,630,395 | 119.04 | 101.72 | 121,333,000 | 1,902,137,000 |

  139. PAY VERSUS PERFORMANCE

    | (1) Compensation for our PEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years. Our PEO in fiscal year 2023 was Daniel Shugar. Average compensation for non-PEOs in fiscal year 2023 includes the following NEOs: David Bennett, Howard Wenger, Bruce Ledesma and Nicholas (Marco) Miller. |

  140. PAY VERSUS PERFORMANCE

    | (2) Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in fiscal year 2023 reflects the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. The amounts reflected in the table below for the year-over-year change in fair value of equity awards relate solely to Flex equity awards granted to our NEOs in years prior to our IPO in fiscal year 2023. For information regarding the decisions made by our C&P Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2023 following our IPO, see the “Compensation Discussion & Analysis” beginning on page 31. |

  141. PAY VERSUS PERFORMANCE

    | | PEO FY23 | Non-PEOs FY23 | | Summary Compensation Table Total | 9,178,856 | 4,592,852 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (8,285,829) | (3,857,924) | | Plus Fair Value for Awards Granted in the Covered Year | 10,394,829 | 4,837,374 | | Change in Fair Value of Outstanding Unvested Flex Awards from Prior Years | $844,098 | $311,080 | | Change in Fair Value of Flex Awards from Prior Years that Vested in the Covered Year | $(89,018) | $(252,987) | | Less Fair Value of Awards Forfeited during the Covered Year | 0 | 0 | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | 0 | 0 | | Compensation Actually Paid | 12,042,936 | 5,630,395 |

  142. PAY VERSUS PERFORMANCE

    Fair values set forth in the table above are computed in accordance with FASB ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date or fair values of awards that were forfeited in the covered year, which are valued as of the last day of the year immediately preceding the covered year.

  143. PAY VERSUS PERFORMANCE

    | (3) TSR is cumulative for the measurement periods beginning on the effective date of our IPO on February 9, 2023 and ending on March 31, 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group for purposes of this table is the same as our Peer Group as determined under Item 201(e) of Regulation S-K and described in the section titled “Stock Performance Graph.” |

  144. PAY VERSUS PERFORMANCE

    | (4) Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for the fiscal year ended March 31, 2023. |

  145. PAY VERSUS PERFORMANCE

    | (5) The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures for linking our NEOs’ compensation to performance. |

  146. PAY VERSUS PERFORMANCE

    | Performance Measure | | Revenue* | | Adjusted operating profit** | | Adjusted free cash flow** |

  147. PAY VERSUS PERFORMANCE

    | * Revenue for fiscal year 2023 was limited to Company-specific revenue and does not include revenue from Flex. |

  148. PAY VERSUS PERFORMANCE

    | ** Adjusted operating profit and adjusted free cash flow are Non-GAAP metrics. See the section titled “Non-GAAP measures” within Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 for definitions of Non-GAAP operating income (with respect to the adjusted operating profit performance metrics) and adjusted free cash flow (with respect to the adjusted free cash flow performance metric) and a reconciliation of these Non-GAAP measures to the most comparable GAAP financial measures. |

  149. PAY VERSUS PERFORMANCE

    | (6) Represents the Revenue of the Company, as measured by the Company in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. |

  150. Relationship Between Financial Measures and Compensation Actually Paid

    Relationship Between Financial Measures and Compensation Actually Paid The SEC’s rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs to a company’s performance. The table above represents the unranked list of the “most important” financial measures the Company used to align compensation actually paid to our NEOs for FY23 to the Company’s performance. Given our IPO on February 9, 2023, our fiscal year 2023 compensation program does not reflect our normalized, go-forward compensation program design. Beginning in fiscal year 2024, we will implement our go-forward approach to executive compensation, which incorporates additional financial performance measures. Specifically, in addition to continuing to using Revenue to determine payments under our short-term incentive bonus plan and long-term equity incentive program, (i) our short-term incentive bonus plan will continue to use adjusted free cash flow and add adjusted EBITDA as performance metrics to determine payouts of bonuses under the short-term incentive bonus plan and (ii) PSU awards granted to our NEOs for fiscal year 2024 will also be subject to adjusted EBITDA performance metrics, and will further be subject to a relative TSR modifier. We believe these enhancements, as part of our go-forward compensation program commencing with fiscal year 2024, will further strengthen the link between the compensation actually paid to our NEOs and our performance. Compensation Actually Paid versus TSR and versus Net Income For the reasons described above, including because we have only been a public company since February 9, 2023, our executive compensation program does not yet link compensation actually paid with our TSR or Net Income. Compensation Actually Paid versus Revenue In fiscal year 2023, our Revenue was $1,902,137,000 and the compensation actually paid to our PEO, and the average of our other NEOs, was $12,042,936 and $5,630,395, respectively. For additional details regarding how Revenue was utilized under our fiscal year 2023 compensation program to link pay with performance, please refer to the Short-Term Incentive Bonuses description starting on page 33.

  151. DIRECTOR COMPENSATION PROGRAM

    DIRECTOR COMPENSATION PROGRAM Directors who are neither our employees nor employees of Flex, and who are not employees or partners of TPG (together, the “Compensated Directors”) will be eligible to receive compensation for their service on our Board consisting of annual cash retainers. The non-employee directors who are employees of us or Flex, or employees or partners of TPG will not receive compensation for their service as directors. Compensated Directors will receive the following annual retainers for their service on our Board. The retainers will be paid in four equal quarterly installments and prorated for any partial year of service on our Board of Directors:

  152. DIRECTOR COMPENSATION PROGRAM

    | Position | Retainer ($) | | Chairperson | $50,000 | | Board Member | $65,000 | | Audit Committee: | | | Chairperson | $25,000 | | Committee Member | $12,500 | | Compensation and People Committee: | | | Chairperson | $25,000 | | Committee Member | $12,500 | | Nominating, Governance and Public Responsibility Committee: | | | Chairperson | $10,000 | | Committee Member | $5,000 |

  153. DIRECTOR COMPENSATION PROGRAM

    Our Compensated Directors will receive (at the discretion of our Board) an annual grant of restricted stock units with an aggregate grant date value of $150,000 (with an additional grant of restricted stock units having an aggregate grant date value of $50,000 made to the chairperson of our Board of Directors), subject to the terms of the LTIP and the award agreement pursuant to which such award is granted. These restricted stock units will be granted on the business day immediately following each annual meeting of our shareholders. These restricted stock units are expected to vest on the one-year anniversary of the date of grant (or, if earlier, on the business day immediately preceding the next annual meeting of our shareholders), subject to continued service. The grants described above will be prorated for Compensated Directors with respect to their service that commences prior to the expected date of an annual meeting of our shareholders. Our directors will be reimbursed for reasonable out-of-pocket costs and expenses incurred in attending meetings of our Board of Directors or any committee thereof, as well as for any fees incurred in attending continuing education courses up to $10,000 per director in any fiscal year. Our directors are entitled to the protection provided by the indemnification provisions in our amended and restated certificate of incorporation. We have also entered into customary indemnification agreements with each of our directors. Our Board of Directors may revise the compensation arrangements for our directors from time to time. In connection with their services during fiscal year 2023 and/or during the period following the IPO date and ending immediately prior to our first annual meeting of shareholders, as applicable, each of Charles Boynton, Willy Shih, William Watkins and Brandi Thomas have received awards of restricted stock units. The number of such restricted stock units granted for each of Messrs. Boynton, Shih and Watkins and Ms. Thomas total 3,571, 6,859, 4,761 and 1,621, respectively. The 3,571 restricted stock units granted to Mr. Boynton, 3,571 of the 6,859 restricted stock units granted to Mr. Shih, the 4,761 restricted stock units granted to Mr. Watkins and the 1,621 restricted stock units granted to Ms. Thomas each vest on the business day immediately preceding the Annual Meeting, subject to continued service. Of the 6,859 restricted stock units granted to Mr. Shih, 3,288 restricted stock units vested on April 1, 2023. The number of restricted stock units granted to Ms. Thomas were prorated based on April 24, 2023, her date of appointment.

  154. Director Summary Compensation in Fiscal Year 2023

    | Name(1) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | Charles Boynton | $26,875 | $72,848 | — | $99,723 | | Willy Shih | $26,875 | $139,924 | — | $166,799 | | William (Bill) Watkins | $32,500 | $97,124 | — | $129,624 |

  155. Executive officer and director compensation arrangements

    Executive officer and director compensation arrangements See “Compensation Discussion and Analysis” for information regarding compensation arrangements with our executive officers and directors, which include, among other things, employment, termination of employment and change in control arrangements, stock awards, stock options and certain other benefits.