DEF 14A of Array Technologies, Inc., Apr 10, 2024

DEF 14A of Array Technologies, Inc.

Filed Apr 10, 2024 · FY20230001140361-24-019088

Open on EDGAR

  1. KEVIN G. HOSTETLER

    | Potential Payments upon Termination or Change in Control | 41 | | CEO Pay Ratio | 45 | | Equity Compensation Plans | 45 | | Director Compensation | 46 | | 2023 Director Compensation Program | 46 | | AUDIT COMMITTEE REPORT | 47 | | DELINQUENT SECTION 16(a) REPORTS | 48 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 49 | | Registration Rights Agreement with Blackstone | 49 | | Registration Rights Agreement with Affiliates of STI | 49 | | Limitation of Liability and Indemnification of Officers and Directors | 49 | | Review, Approval or Ratification of Transactions with Related Persons | 49 | | PROPOSAL NO. 1—ELECTION OF DIRECTORS | 51 | | PROPOSAL NO. 2—RATIFICATION OF THE COMPANY’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 53 | | Principal Accountant Fees and Services | 53 | | PROPOSAL NO. 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 54 | | GENERAL MATTERS | 55 | | Code of Business Conduct and Corporate Governance Guidelines | 55 | | Availability of Certain Documents | 55 | | Stockholder Proposals and Nominations | 55 | | Contacting the Board | 56 | | Other Matters | 56 | | How to Access the Annual Meeting | 56 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the names and certain other information for each of our directors and director nominees as of March 31, 2024. We have included additional information about each director’s background, skills and experience under “Management and Corporate Governance—Director Biographies” below.

  3. BOARD OF DIRECTORS

    | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | OCCUPATION | | Paulo Almirante | 59 | 2021 | | Group COO & SVP at Engie | | Troy Alstead(1) | 61 | 2020 | | Retired Executive | | Orlando D. Ashford(1) | 55 | 2020 | | Chief People Officer at Fanatics Holdings, Inc. | | Brad Forth(2) | 59 | 2020 | | Senior Partner and Founder at Neos Partners | | Kevin Hostetler | 55 | 2022 | | CEO of Array Technologies, Inc. | | Jayanthi Iyengar | 62 | 2021 | | EVP Chief Sourcing Officer at Oshkosh | | Tracy Jokinen | 55 | 2022 | | Retired Executive | | Bilal Khan(1) | 43 | 2021 | | Senior Managing Director at Blackstone | | Gerrard Schmid | 55 | 2021 | | Retired Executive |

  4. BOARD OF DIRECTORS

    | 1. | Nominated for re-election at the 2024 Annual Meeting of Stockholders. See Proposal 1. |

  5. BOARD OF DIRECTORS

    | 2. | Chairman of the Board. |

  6. BOARD OF DIRECTORS

    | ARRAY TECHNOLOGIES | 02 | 2024 PROXY STATEMENT |

  7. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director.

  8. CLASS I DIRECTOR NOMINEES

    CLASS I DIRECTOR NOMINEES

  9. CLASS I DIRECTOR NOMINEES

    | | Troy Alstead Independent Director | | AGE: 61 | Troy Alstead is the founder of Ocean5 and Table 47, concepts opened in 2017 for dining, entertainment and events. In February 2016, Mr. Alstead retired from Starbucks Corporation, an American coffee company and coffeehouse chain, after 24 years with the company, having most recently served as Chief Operating Officer. Mr. Alstead served as Chief Operating Officer beginning in 2014. From 2008 to 2014, Mr. Alstead served as that company’s Chief Financial Officer and Chief Administrative Officer. Additionally, Mr. Alstead served as Group President from 2013 until his promotion to Chief Operating Officer. Mr. Alstead joined Starbucks in 1992 and over the years served in a number of operational, general management, and finance roles. Mr. Alstead spent a decade in Starbucks’ international business, including roles as Senior Leader of Starbucks International, President Europe/Middle East/Africa headquartered in Amsterdam, and Chief Operating Officer of Starbucks Greater China, headquartered in Shanghai. Mr. Alstead is also a member of the board of directors of Levi Strauss & Co., Harley-Davidson, Inc., and OYO Global, and he serves on the advisory council of EarthLab, an initiative of the College of the Environment at the University of Washington. Mr. Alstead earned a BA in Business Administration from the University of Washington. Mr. Alstead was nominated to serve on our Board because of his expertise in the areas of finance and operations. | | DIRECTOR SINCE: 2020 | |

  10. CLASS I DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 10 | 2024 PROXY STATEMENT |

  11. CLASS I DIRECTOR NOMINEES

    | | Orlando D. Ashford Independent Director | | AGE: 55 | Orlando D. Ashford has been the Chief People Officer of Fanatics Holdings, Inc. (“Fanatics”) since October 2022. Prior to joining Fanatics, Mr. Ashford served as Executive Chairman of Azamara Cruises from March 2021 to October 2022. Prior to joining Azamara, Mr. Ashford served as President of the Holland America Line Inc. at Carnival plc from December 2014 until June 2020. Mr. Ashford oversaw Holland America Line’s sales and marketing, revenue management deployment and itinerary planning, public relations, hotel operations and strategy. Between 2012 and 2014, Mr. Ashford was the President of the Talent business segment at Mercer LLC and Mercer Inc., a global consulting leader and subsidiary of Marsh & McLennan Companies. From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief Human Resources and Communications Officer for Marsh & McLennan Companies, Inc. Prior to joining Marsh & McLennan Companies, Inc. in 2008, Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. Mr. Ashford has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford chairs the board of directors for the Perrigo Company plc and serves on the board of State Farm Life and Fire. Mr. Ashford has been honored as a Purdue University School of Technology Distinguished Alumnus and received the Seattle Business Magazine 2019 Executive Excellence Award. Mr. Ashford holds a BS and MS in Organizational Leadership and Industrial Technology from Purdue University. Mr. Ashford was nominated to serve on our Board because of his extensive experience serving on public company boards and his experience in addressing talent, culture and human capital issues at the executive level. | | DIRECTOR SINCE: 2020 | |

  12. CLASS I DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 11 | 2024 PROXY STATEMENT |

  13. CLASS I DIRECTOR NOMINEES

    | | Bilal Khan Independent Director | | AGE: 43 | Bilal Khan is a Senior Managing Director in the Private Equity Group at Blackstone. Since joining Blackstone in 2009, Mr. Khan has been involved in the execution of several Blackstone investments, including various Sithe Global investments, Fisterra Energy, Transmission Developers, Aypa Power, Onyx Renewables, Legence (f/k/a Therma Holdings LLC) and Array Technologies. Before joining Blackstone, Mr. Khan was an Associate at GTCR Golder Rauner, where he was involved with the analysis and execution of private equity investments in a wide range of industries. Prior to that, Mr. Khan worked in the Mergers and Acquisitions department at Lazard Frères focused on Power & Utilities clients. Mr. Khan received a BS in Applied Economics from Cornell University, where he graduated magna cum laude. He also received an MBA from the Wharton School of the University of Pennsylvania and an MA in International Studies from the University of Pennsylvania. Mr. Khan serves as a Director of Fisterra Energy, Transmission Developers, Aypa Power, Legence, Xpansiv Limited and Irth Solutions. Mr. Khan was nominated to serve on our Board because of his expertise in the energy, utility and industrials sectors. | | DIRECTOR SINCE: 2021 | |

  14. CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

    CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING Paulo Almirante has served on our Board since August 2021 and has more than 25 years of experience in the energy business, working in various positions in the development, construction and management of wind, hydro, solar, coal and gas assets. Mr. Almirante has served as the Chief Operating Officer for the Engie Group since July 2018 and was appointed Senior Executive Vice President in charge of Renewables, Nuclear and Energy Management and Trading in February of 2021. Mr. Almirante served as Executive Vice President of the Engie Group and member of the Executive Committee responsible for the Brazil, Middle East, South and Central Asia and Turkey; North, South and Eastern Europe; and General Europe Business Units from May 2016 until May 2019. Mr. Almirante was also responsible for the Group Corporate Societal and Environmental Responsibility Department of Engie Group until May 2019. From January 2016 to April 2018, Mr. Almirante was the Chief Executive Officer of Generation Europe for the Engie Group. Mr. Almirante started working in 1991 for EDP in Portugal moving to National Power in the UK in 1996. As of 2000, he became Director of various companies in Portugal and Spain and from 2005 to 2013 he was the International Power Regional Director for Iberia. In 2011, Mr. Almirante was also appointed Chief Operating Officer for GDF Suez Latin America based in Brazil and from 2013 to 2015 he was President of Energy Europe Portugal and Chief Executive Officer of TrustEnergy. Mr. Almirante holds an MSc in Mechanical Engineering from IST – Technical University of Lisbon, a Diploma in Management Studies from the Catholic University of Lisbon and undertook the Global Leadership Development Program at London Business School. Mr. Almirante was a member of the Advisory Committee of the Portuguese Energy Regulator and the Vice-President of the Portuguese Association of Electricity Industry. Because of his extensive expertise in the energy industry, particularly in international markets, Mr. Almirante is well qualified to serve on our Board. Brad Forth has served as our Board Chair since October 2020 and as the Chair of our predecessor entity since July 2016. Mr. Forth has spent his entire career in the energy industry. Mr. Forth is a Senior Partner at Neos Partners, an investment firm he co-founded in June 2022 focusing on partnering with operating companies within the energy transition and critical infrastructure value chains. Mr. Forth was a Managing Director at Oaktree from 2009 to 2016, after which he served as a Senior Advisor to Oaktree’s GFI Energy Group until March 2021, where he helped the team anticipate growth opportunities in the power, utility and energy sectors, and invest its capital in leading companies, helping management teams to accelerate the growth of their businesses. Mr. Forth had previously been a partner at GFI Energy Group from 2006 to 2009. During his time at Oaktree, and while serving as the Chairman of our Board, Mr. Forth served as our interim Chief Executive Officer for a portion of 2018. Mr. Forth began his career as a design engineer at Power Measurement, Inc. in 1988, where he was responsible for pioneering research in the field of digital power metering and energy management systems. Mr. Forth remained at Power Measurement in various capacities for 18 years, the last nine as its Chief Executive Officer from 1996 to 2005. Mr. Forth has served on the board of directors of Shoals Technologies Group, Inc. since 2017. Mr. Forth received a Bachelor of Electrical Engineering degree from the University of Victoria in Canada. Mr. Forth was a winner of the 2002 Ernst and Young award for “Pacific Entrepreneur of the Year – Technology and Communications” and has been a member of Young Presidents’ Organization since 1998. Because of his long history and expertise in the energy industry, Mr. Forth is well qualified to serve on our Board. Kevin Hostetler has been our Chief Executive Officer since April 2022. He has over 25 years of global industrial business leadership experience having transformed multiple engineered products and services companies throughout his career. Prior to Array, Mr. Hostetler served as Chief Executive Officer at Rotork, a FTSE 250 company, where he led the company’s Growth Acceleration Program which drove improved margins, capital efficiency and commercial excellence. Prior to joining Rotork in

  15. CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

    | ARRAY TECHNOLOGIES | 12 | 2024 PROXY STATEMENT |

  16. CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

    February 2018, Mr. Hostetler served as Chief Executive Officer of FDH Velocitel starting in November 2014, leading the engineering and construction services provider through a series of acquisitions to support improvement of aging critical infrastructure, such as bridges, dams, and transmission towers. He was Executive Advisor to Wind Point Partners, a private equity firm focused on growth capital investments and leveraged buyouts in middle-market companies from March 2012 to November 2014. He held ascending leadership roles from 2007 to 2012 at IDEX Corporation, where he served as an officer of the company and the Group President of the Fluid and Metering Technologies Segment and IDEX Asia, which includes operating platforms in energy, water, chemical, food and agriculture. Mr. Hostetler also spent seven years at Ingersoll Rand in progressive P&L leadership and business development roles within the Industrial Technologies Segment. Mr. Hostetler has served on the supervisory board of Esdec Solar Group since January 2023. Mr. Hostetler has a BS in Finance from King’s College and an MBA from New York University-Leonard N. Stern School of Business. Because of his extensive senior leadership experience and comprehensive knowledge of our business, Mr. Hostetler is well qualified to serve on our Board. Jayanthi (Jay) Iyengar has served on our Board since May 2021. Ms. Iyengar currently serves as Executive Vice President and Chief Technology and Strategic Sourcing Officer for the Oshkosh Corporation, a position she has held since January 2022. She has responsibility for Oshkosh’s vision and strategy to drive the investment, development and deployment of leading-edge technologies, including digital solutions. She is also responsible for global strategic sourcing activities focused on building a supply chain capable of delivering next generation technologies. Ms. Iyengar has over 30 years of international technology experience in the automotive, aerospace and advanced water technology fields, much of which she gained through roles of increasing importance with Fiat Chrysler Automobiles (“FCA”), Eaton Aerospace and Xylem Inc. After starting her career in product development for Delphi/General Motors in 1988, Ms. Iyengar joined FCA in 1997 as a Powertrain Systems Engineer. This was followed by a series of roles of increasing importance in its powertrain division, and in 2005 she was named Senior Manager and Chief Engineer of FCA’s Hybrid Development Center. From 2009 to 2012 Ms. Iyengar served as Global Director, Electrified Powertrains for FCA. In 2012 she joined Eaton Aerospace as Group Vice President Engineering and Technology, and from June 2015 to November 2019 she was the Senior Vice President, Chief Innovation and Technology Officer of Xylem Inc., a leading water technology company. Jay Iyengar holds a BTech in Mechanical Engineering from Mysore University, an MTech in Mechanical Engineering from the Indian Institute of Technology, as well as an MS in Mechanical Engineering from Wayne State University. She has also served on the board of the Institute of Electrical & Electronics Engineers (“IEEE”) Vehicular Technology Society and is a current board member of Engineering Tomorrow, a non-profit focused on promoting STEM education for underprivileged minority high school students. Because of her expertise in the areas of technology and engineering, Ms. Iyengar is well qualified to serve on our Board. Tracy Jokinen has served on our Board since November 2022. She has over 30 years of finance and accounting experience across various global industries, where she focused on accelerating growth in her role as Chief Financial Officer for both public and private companies. Most recently, Ms. Jokinen was Chief Financial Officer of Vyaire Medical, Inc., a large medical device company from March 2020 to January 2022. She previously held the Chief Financial Officer role at Acelity Inc. from June 2017 until its acquisition by 3M in October 2019. She also served as Chief Financial Officer of G&K Services, Inc., a publicly traded company, which was acquired by Cintas in 2017, from 2014 to 2017. Prior to joining G&K Services, Ms. Jokinen spent most of her career with Valspar Corporation, a global manufacturing company, serving as Corporate Controller and Chief Accounting Officer for four years. Ms. Jokinen currently sits on the Board of Directors at Alamo Group Inc., Vestis Corp, Horton Technologies and Candela Medical, Inc. She holds a BS in Accounting from St. Cloud State University. Because of her financial experience with publicly traded companies, Ms. Jokinen is well qualified to serve on our Board. Gerrard Schmid has served on our Board since August 2021. Mr. Schmid has more than 20 years of leadership experience in banking, payments, and financial technology. Mr. Schmid currently serves on the board of directors of Ingenico, an Apollo private equity portfolio company that is a global leader in payments point of sale terminals and associated software and services, where he also served as interim co-CEO from January 2023 to April 2023. Additionally, Mr. Schmid currently serves on the boards of Computershare Limited, a global leader in transfer agency, employee equity plans, mortgage servicing, proxy solicitation, stakeholder communications, and other diversified financial and governance services; and Dimensions, a leader in restorative well-being and transformational growth, combining cutting-edge neuroscience and neurobiology with the long-standing traditions of plant medicine. Mr. Schmid also previously served on the board of ISACA, an international professional association focused on IT governance, and cybersecurity certification and training. Previously Mr. Schmid has held several leadership roles. He served as Chief Executive Officer of Diebold Nixdorf Inc. from February 2018 to March 2022. Diebold Nixdorf is a multinational company that produces, installs and services hardware and software systems for the banking, retail and electric vehicle infrastructure sectors. He was previously Chief Executive Officer of D+H Corporation (a global fintech company based in Canada) from 2012 to 2017 and was Chief Operating Officer from 2009 to 2012. In addition, Mr. Schmid was President and Chief Executive Officer of D+H’s Filogix business unit (a mortgage and real estate technology service provider) from 2007 to 2009. Prior to that, he held senior executive roles in banking in the UK and Canada and spent several years at McKinsey & Company (a global management consulting firm), focused on financial services and technology. Mr. Schmid holds a B.Sc. in Aeronautical Engineering from the University of Witwatersrand, South Africa, and a MASc in Aerospace Engineering from the University of Toronto. Because of his experience as a chief executive officer and his global perspective, Mr. Schmid is well qualified to serve on our Board.

  17. THE ROLE OF OUR HUMAN CAPITAL COMMITTEE

    | • | reviewing annually all director compensation and benefits for service on the Board and committees of the Board and recommending any changes to the Board as necessary; and |

  18. Competitive Benchmarking

    Competitive Benchmarking Our Human Capital Committee considers competitive industry data in making executive pay determinations and utilizes an executive compensation benchmarking peer group of companies (“compensation peer group”) comprised of companies our Human Capital Committee considers to be appropriate for benchmarking compensation based on comparability in revenue size, growth trajectory and industry fit. For the year ended December 31, 2023, the compensation peer group included 17 companies:

  19. Competitive Benchmarking

    | • | Enphase Energy, Inc.; |

  20. Competitive Benchmarking

    | • | ESCO Technologies Inc.; |

  21. Competitive Benchmarking

    | • | First Solar, Inc.; |

  22. Competitive Benchmarking

    | • | Franklin Electric Co., Inc.; |

  23. Competitive Benchmarking

    | • | FTC Solar, Inc.; |

  24. Competitive Benchmarking

    | • | Generac Holdings Inc.; |

  25. Competitive Benchmarking

    | • | Gibraltar Industries, Inc.; |

  26. Competitive Benchmarking

    | • | Lindsay Corporation; |

  27. Competitive Benchmarking

    | • | Littelfuse, Inc.; |

  28. Competitive Benchmarking

    | • | Novanta Inc.; |

  29. Competitive Benchmarking

    | • | Power Integrations, Inc.; |

  30. Competitive Benchmarking

    | • | Shoals Technologies Group, Inc.; |

  31. Competitive Benchmarking

    | • | SolarEdge Technologies, Inc.; |

  32. Competitive Benchmarking

    | • | SolarWinds Corporation; |

  33. Competitive Benchmarking

    | • | SunPower Corporation; |

  34. Competitive Benchmarking

    | • | Sunrun Inc.; and |

  35. Competitive Benchmarking

    | • | The Timken Company. |

  36. Competitive Benchmarking

    For 2024, the compensation peer group was reviewed and evaluated by the Human Capital Committee with the input of Pay Governance. Based on an analysis by Pay Governance, the Human Capital Committee decided to remove Novanta Inc. and SolarWinds Corporation from the compensation peer group for 2024 and add Fluence Energy, Inc. and Nextracker Inc. The Human Capital Committee will review and refine the compensation peer group periodically to reflect the Company’s growth, evolving business model and other relevant factors.

  37. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | • | annual incentive bonuses; and |

  38. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | • | long-term stock-based incentive compensation. |

  39. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    In addition, Mr. Wood received additional cash and bonuses in respect of amounts forfeited at his previous employer, and Mr. Manning received a cash payment for relocation expenses and an equity award in respect of awards forfeited at his previous employer, as further described above under “—Executive Officer Transitions.” Each of our Named Executive Officers is also provided with severance protections, including “double trigger” severance in connection with a change in control of the Company. For 2023, the target pay mix for our Chief Executive Officer and for all other Named Executive Officers was predominantly comprised of at-risk compensation, as the overwhelming majority of target pay was in the form of the annual bonus opportunity and long-term stock-based incentive compensation.

  40. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | 1. | Excludes any one-time cash and equity awards made to Messrs. Wood and Manning in connection with their commencement of employment, as further described under “—Executive Officer Transitions” above. |

  41. BASE SALARIES

    BASE SALARIES Base salaries compensate our executive officers for services rendered and are set in proportion to the job responsibilities of each individual. An executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience and the base salaries of similarly situated executives at companies in our compensation peer group. The salaries of our executive officers are generally reviewed following the end of each fiscal year and are eligible for adjustment in recognition of individual performance and to reflect our desired position in the competitive market. We seek to compensate for market movement of salaries in our compensation peer group, utilizing data provided by Pay Governance relative to peer group practices, general industry compensation surveys and competitive trends. The following are the base salaries for our Named Executive Officers for the 2023 calendar year.

  42. BASE SALARIES

    Other than Mr. Collins and Mr. Hottinger, each of whom received a salary adjustment as determined by the Human Capital Committee based on compensation peer group data and recommendations provided by Pay Governance, none of our executive officers received any salary increases in 2023. Changes for 2024. In early 2024, our Human Capital Committee conducted its annual review of our executive team’s compensation, including evaluating their performance and reviewing external compensation benchmarking information provided by Pay Governance. Based on its review, our Human Capital Committee approved the following base salaries for 2024 for our currently employed Named Executive Officers:

  43. ANNUAL INCENTIVE BONUSES

    ANNUAL INCENTIVE BONUSES We maintain a leadership incentive plan (the “LIP”) under which our Named Executive Officers are eligible to receive an annual cash incentive bonus based on financial and operational achievements during the prior fiscal year that are intended to support the Company’s approved goals and metrics, encouraging further contributions by the executive to stockholder value. The graphic below illustrates how the bonus was calculated in the 2023 LIP design, including the weighting of the corporate metrics.

  44. 2023 PLAN DESIGN

    For 2023, annual incentive bonus payouts under the LIP could range from 50% of target (at threshold performance) to 100% of target (at target performance) to 200% of target (at stretch performance). Performance below threshold performance would result in a payout of 0%. In all cases, payouts were subject to a maximum of 200% of target. The 2023 target annual incentive opportunities were determined by our Human Capital Committee as a percentage of annual base salary in the range of competitive target bonus amounts for comparable positions at companies in our compensation peer group. Target annual incentive opportunities are subject to review based on market movement as well as to pro-rata adjustment due to promotions occurring during the fiscal year or other relevant changes in job responsibilities. The following were the target annual incentive opportunities represented as a percentage of annual base salaries for each of the Named Executive Officers:

  45. 2023 PLAN DESIGN

    | 1. | Pursuant to the terms of the Wood Offer letter, Mr. Wood was not eligible to receive an annual bonus under the LIP for 2023. |

  46. 2023 PLAN DESIGN

    Our Human Capital Committee structured the annual incentive bonus to be formulaic and directly linked to the achievement of Company-wide goals and metrics approved by our Board. The final determinations of the amount of annual incentive bonus earned are based upon the extent to which results for the fiscal year met, failed to meet, or exceeded our established goals and metrics.

  47. GOALS AND METRICS

    GOALS AND METRICS In determining the goals and metrics for 2023, the Human Capital Committee based the metrics on the Company’s budget as approved by our Board. Each performance metric was also assigned a weighting factor to reflect the Company’s goals and priorities as interpreted by our Human Capital Committee. In consultation with Pay Governance, our Human Capital Committee established for each metric, threshold, target and stretch level of objectives and related levels of payment opportunities. These levels of achievement represent the minimum, target and maximum payout opportunities for each metric. In the event the threshold performance level is not met for a metric, none of the bonus is earned for that metric. Similarly, achieving above the stretch performance level earns the maximum percentage for a metric. In the event that a metric was achieved at a level between threshold and target or target and maximum, our Human Capital Committee makes a linear interpolation to determine the bonus earned for that metric.

  48. EVALUATION OF PERFORMANCE RESULTS

    | METRIC | WEIGHT (%) | METRIC PERFORMANCE SCALE | | | PERFORMANCE LEVEL ACHIEVED | PERFORMANCE LEVEL PAYOUT (%) | WEIGHTED PAYOUT (%) | | | | THRESHOLD ($) | TARGET ($) | STRETCH ($) | | | | | Adjusted EBITDA | 60 | 207M | 259M | 311M | Target | 108 | 85 | | Cash Conversion Cycle (days) | 30 | 91 | 76 | 61 | Threshold | 83 | 17 | | Company MBO | | | | | | | | | TRIR (bps) | 3.33 | 3.55 | 2.84 | 2.13 | Threshold | 98 | 3 | | On-Time Delivery (avg % per qtr) | 3.33 | 80 | 86 | 90 | Stretch | 109 | 7 | | STI Sourcing Synergies ($m) | 3.33 | 3.5M | 5.0M | 6.5M | Target | 125 | 6 |

  49. FINAL 2023 BONUS DETERMINATION

    FINAL 2023 BONUS DETERMINATION For 2023, the Human Capital Committee considered the Company’s year-end results as compared to the objectives set early in the year and the strategic steps taken by management to position the Company for success, to enhance stockholder value and to ensure continued improvement in the Company’s financial performance. In consideration of the significant achievements of our executive team in 2023, notably higher than planned Adjusted EBITDA and improvements in Cash Conversion, our Human Capital Committee resolved that all executive officers (other than Mr. Wood, who was not eligible for a bonus in 2023) would receive a bonus award of 118% of their target incentive award, in line with corporate goal achievement.

  50. LONG-TERM STOCK INCENTIVE AWARDS

    LONG-TERM STOCK INCENTIVE AWARDS Our Human Capital Committee considers stock ownership by management through stock-based compensation arrangements beneficial in aligning the interests of management with those of our stockholders. Under the provisions of our 2020 Long-Term Incentive Plan (the “2020 Plan”), our Human Capital Committee has the ability to grant stock and stock-based awards, including RSUs and PSUs to our employees, including our Named Executive Officers, non-employee directors and consultants. Our Human Capital Committee grants long-term incentive awards to our executive officers, including our Named Executive Officers, in line with competitive market norms based upon each officer’s performance in a fiscal year. These awards are primarily designed to tie a substantial portion of each executive officer’s compensation to the longer-term future performance of the Company and to support the compensation philosophy adopted by our Human Capital Committee. The grant determinations are made by our Human Capital Committee using, as a reference, the relevant competitive market information and recommendations provided to our Human Capital Committee by Pay Governance, in order to provide an appropriate level of target total direct compensation compared to compensation of executive officers in our compensation peer group. Our Human Capital Committee sets the individual grant values to reflect (a) the level of responsibility and individual contribution of each executive officer and their potential impact on the long-term success of the business, (b) a desire to maintain or set, as applicable, a market-competitive compensation package for each officer, and (c) talent retention considerations, as appropriate. To determine long-term incentive awards granted in a year, our Human Capital Committee first approves a target aggregate grant date fair value to be awarded to each Named Executive Officer. The target aggregate grant date fair value is then allocated among the types of awards granted for such year.

  51. LONG-TERM STOCK INCENTIVE AWARDS

    | ARRAY TECHNOLOGIES | 31 | 2024 PROXY STATEMENT |

  52. 2023 LONG-TERM INCENTIVE AWARD GRANTS

    2023 LONG-TERM INCENTIVE AWARD GRANTS In 2023, the Human Capital Committee approved equity awards to executive officers comprised of PSUs (50%) (based on target level of performance) and RSUs (50%). The Human Capital Committee approved long-term incentive awards for 2023 to our Named Executive Officers as follows:

  53. 2023 LONG-TERM INCENTIVE AWARD GRANTS

    | NAME | AGGREGATE GRANT DATE FAIR VALUE ($) | RESTRICTED STOCK UNITS ($)(1) | PERFORMANCE STOCK UNITS (AT TARGET) ($)(2) | | Kevin Hostetler | 3,599,994 | 1,799,997 | 1,799,997 | | Kurt Wood | — | — | — | | Nipul Patel | 1,150,006 | 575,986 | 575,020 | | Terrance Collins | 630,003 | 314,993 | 315,010 | | Neil Manning | 499,997 | 249,990 | 250,007 | | Tyson Hottinger | 700,006 | 349,986 | 350,020 |

  54. 2023 LONG-TERM INCENTIVE AWARD GRANTS

    | 1. | For 2023, the number of RSUs awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant. |

  55. 2023 LONG-TERM INCENTIVE AWARD GRANTS

    | 2. | For 2023, the number of PSUs (at target level of performance) awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant. |

  56. RSUs

    RSUs The RSUs granted to our Named Executive Officers in 2023 vest in one-third increments on each of the first three anniversaries of the date of grant, generally subject to the Named Executive Officer’s continued employment through the applicable vesting date. On January 30, 2023, Mr. Manning was granted a new hire RSU grant, with a target grant date fair value of $250,000, to induce him to join the Company and to, in part, mitigate the economic impact with respect to the forfeiture of outstanding awards when he terminated his prior employment. The grant vests in three equal annual installments beginning on the first anniversary of the grant date, generally subject to Mr. Manning’s continued employment with the Company through the applicable vesting date. Pursuant to the terms of the Executive Severance Plan, upon an involuntary termination, whether or not in connection with change in control (as defined in the Executive Severance Plan), all unvested RSUs granted in 2023 will continue to vest in accordance with their terms as if the Named Executive Officer had continued to remain employed by the Company on each applicable subsequent vesting date.

  57. PSUs

    PSUs The PSUs granted to our Named Executive Officers in 2023 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2023-2025 performance period, and generally subject to the Named Executive Officer’s continued employment through the vesting date. Specifically, the PSUs granted in 2023 vest 50% based on the achievement of three-year average annual revenue growth and 50% based on the achievement of three-year cumulative adjusted earnings per share (“EPS”) as follows:

  58. PSUs

    | | 3-YR. AVG. REV. GROWTH | | 3-YR. CUM. ADJ. EPS | | | | PAYOUT (%) | GOAL (%) | PAYOUT (%) | GOAL ($) | | Threshold | 50 | 14.6 | 50 | 3.32 | | Target | 100 | 17.2 | 100 | 3.91 | | Stretch | 200 | 19.8 | 200 | 4.50 |

  59. PSUs

    At the end of the performance period, after calculating the degree to which the above performance metrics were achieved, we then will evaluate our total shareholder return (“TSR”) performance relative to the Russell 2000 Index over the 2023-2025 performance period (“RTSR Modifier”). If our TSR is at or above the 75th percentile of the Index, the RTSR Modifier will be 125%, and if our TSR is at or below the 25th percentile of the Index, the RTSR Modifier will be 75%. The RTSR Modifier for TSR performance between the 25th and 75th percentiles will be determined by linear interpolation. In all cases, overall PSU payouts are capped at 200% of target.

  60. PSUs

    | ARRAY TECHNOLOGIES | 32 | 2024 PROXY STATEMENT |

  61. PSUs

    The graphic below illustrates how the number of PSUs earned will be calculated. Pursuant to the terms of the Executive Severance Plan, upon an involuntary termination that does not occur within 12 months after a change in control (as defined in the Executive Severance Plan), all unvested PSUs that are outstanding for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by us. Upon after the occurrence of a change in control, PSUs will be earned based on actual performance through the date of the change in control, with the earned PSUs continuing to vest based on the executive’s continued service. Upon the executive’s qualifying termination that occurs in connection with, or within 12 months following a change in control, or the executive’s termination by reason of death or disability following a change in control, all earned PSUs will immediately become fully vested upon the date of termination. In February 2024, our Human Capital Committee completed the evaluation of the results of the 2021-2023 performance period and determined that none of the performance levels were achieved for any of the established performance metrics. As a result, none of the PSUs granted to our Named Executive Officers in 2021 vested.

  62. SEVERANCE AGREEMENTS

    SEVERANCE AGREEMENTS We provide certain severance benefits to our executive officers, including our Named Executive Officers, in order to attract and retain key talent, and minimize turnover of our executive team. We also believe the provision of these benefits serves the interests of our stockholders by encouraging valued employees to remain employed with the Company in the event of a change in control. Our Named Executive Officers’ offer letters had historically provided severance benefits upon certain qualifying terminations of employment. On March 8, 2022, our Human Capital Committee approved the Executive Severance Plan, which now governs severance payable to our executive officers, including each of our Named Executive Officers, under various termination scenarios. Our Human Capital Committee believes the provision of severance and change in control benefits under the Executive Severance Plan is competitive and appropriate in light of our compensation peer group. For more information regarding the Executive Severance Plan as well as the benefits Mr. Patel received in connection with his termination of employment, see “Potential Payments Upon Termination or Change in Control.” The Human Capital Committee takes into account severance benefits, including post-change in control severance benefits, payable to the Named Executive Officers, in reviewing overall compensation packages of our Named Executive Officers.

  63. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | individual cash incentives are made within the boundaries of approved fixed maximum awards as applicable to each executive officer; |

  64. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | the performance metrics under our short-term incentive program are distinct and separate from the metrics under our long-term incentive program, thereby ensuring there is no duplicative compensation opportunity for attainment of the same performance metric; |

  65. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | the members of our Human Capital Committee who approve final bonus recommendations are independent; |

  66. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | executive officers receive the majority of their total direct compensation in the form of long-term incentives with multi-year vesting to align the interests of our executive officers with long term value creation for our stockholders; and |

  67. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | executive officers are subject to robust stock ownership guidelines, further ensuring their long-term wealth is tied to long-term Company performance. |

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for 2023, 2022, and 2021, as applicable to the Named Executive Officer:

  69. SUMMARY COMPENSATION TABLE

    | NAME | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Kevin Hostetler (Chief Executive Officer) | 2023 | 850,000 | — | 3,599,995 | 1,253,750 | 13,200 | 5,716,945 | | | 2022 | 600,137 | 1,200,000 | 3,199,996 | 759,790 | 12,200 | 5,772,123 | | Kurt Wood(5) (Chief Financial Officer) | 2023 | 54,808 | 300,000 | — | — | — | 354,808 | | Nipul Patel(6) (Former Chief Financial Officer) | 2023 | 385,000 | — | 1,150,006 | 272,580 | 424,565 | 2,232,151 | | | 2022 | 385,000 | — | 1,150,005 | 232,155 | 11,846 | 1,779,006 | | | 2021 | 375,000 | — | 979,870 | — | 11,600 | 1,366,470 | | Terrance Collins (Chief Human Resources Officer) | 2023 | 410,000 | — | 630,002 | 290,280 | 13,200 | 1,343,482 | | | 2022 | 167,033 | 448,000 | 665,853 | 100,721 | 1,385 | 1,382,992 | | Neil Manning (Chief Operations Officer) | 2023 | 338,942 | 230,700 | 749,996 | 243,678 | 13,200 | 1,576,516 | | Tyson Hottinger (Chief Legal Officer) | 2023 | 375,000 | — | 700,007 | 265,500 | 13,200 | 1,353,707 | | | 2022 | 350,000 | — | 899,997 | 211,050 | 10,431 | 1,471,478 | | | 2021 | 189,615 | — | 1,268,124 | — | 4,708 | 1,462,447 |

  70. SUMMARY COMPENSATION TABLE

    | 1. | For 2022, these amounts represent the sum of cash buy-out awards and relocation cash payments awarded in 2022 to each of Messrs. Hostetler and Collins, per the terms of their offer letters. For 2023, these amounts represent the cash portion of buyout awards made to Messrs. Wood and Manning and a relocation cash payment made to Mr. Manning per the terms of their respective offer letters. |

  71. SUMMARY COMPENSATION TABLE

    | 2. | Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of RSUs and PSUs granted to our Named Executive Officers during 2023, 2022 and 2021 (for PSUs, determined based on the probable outcome of the associated performance conditions), as applicable. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant (and based on the probable outcome of the associated performance conditions, in the case of PSUs). Please see Note 18 “Equity-Based Compensation” in our consolidated financial statements for the year ending December 31, 2023, included in our Annual Report, for additional details regarding assumptions underlying the value of these awards. With respect to PSUs granted to Messrs. Hostetler, Wood, Patel, Collins, Manning, and Hottinger in 2023, the values shown in the table above reflect the grant date fair values based on the probable outcome of the performance goals associated with such awards. The grant date fair value of each award if all applicable performance goals associated with such awards were achieved at maximum levels is $3,599,995 for Mr. Hostetler, $1,150,040 for Mr. Patel, $630,020 for Mr. Collins, $500,014 for Mr. Manning, and $700,041 for Mr. Hottinger. |

  72. SUMMARY COMPENSATION TABLE

    | 3. | For 2023 and 2022, represents amounts payable to the Named Executive Officers under the Leadership Incentive Plan. Pursuant to the terms of the Wood Offer Letter, Mr. Wood was not eligible to receive a bonus under the Leadership Incentive Plan in respect of 2023. For 2021, no payments were made under the Leadership Incentive Plan. |

  73. SUMMARY COMPENSATION TABLE

    | 4. | For 2023, All Other Compensation was comprised of Company contributions to each Named Executive Officers’ 401(k) account. Pursuant to the terms of the Executive Severance Plan, the amount reported for Mr. Patel includes cash severance of $385,000, which is to be paid out over a period of 12 months following his termination of employment with the Company on November 13, 2023, plus $17,113, which represents the aggregate amount of monthly COBRA premiums paid by the Company. For additional details, see the “—Payments and Benefits in Connection with Mr. Patel’s Separation.” |

  74. SUMMARY COMPENSATION TABLE

    | 5. | Mr. Wood was appointed to the position of Chief Financial Officer on November 13, 2023. |

  75. SUMMARY COMPENSATION TABLE

    | 6. | Mr. Patel transitioned from Chief Financial Officer on November 13, 2023 and acted in an advisory role to the Company through January 19, 2024. |

  76. SUMMARY COMPENSATION TABLE

    | 7. | Mr. Manning was appointed to the position of Chief Operations Officer on January 30, 2023. |

  77. SUMMARY COMPENSATION TABLE

    | ARRAY TECHNOLOGIES | 35 | 2024 PROXY STATEMENT |

  78. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The following table presents information regarding grants of equity-based awards made to our Named Executive Officers during 2023:

  79. GRANTS OF PLAN-BASED AWARDS DURING 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 STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Kevin Hostetler | — | 531,250 | 1,062,500 | 2,125,000 | | | | | | | | 03/17/2023 | | | | 52,724 | 105,448 | 210,896 | | 1,799,997 | | | 03/17/2023 | | | | | | | 105,448 | 1,799,997 | | Kurt Wood | — | — | — | — | — | — | — | — | — | | Nipul Patel | — | 115,500 | 231,000 | 462,000 | | | | | | | | 03/17/2023 | | | | 16,843 | 33,686 | 67,372 | | 575,020 | | | 03/17/2023 | | | | | | | 33,684 | 574,985 | | Terrance Collins | — | 123,000 | 246,000 | 492,000 | | | | | | | | 03/17/2023 | | | | 9,227 | 18,454 | 36,908 | | 315,010 | | | 03/17/2023 | | | | | | | 18,453 | 314,992 | | Neil Manning | — | 112,500 | 225,000 | 450,000 | | | | | | | | 02/15/2023 | | | | | | | 11,246 | 249,999 | | | 03/17/2023 | | | | 7,323 | 14,646 | 29,292 | | 250,007 | | | 03/17/2023 | | | | | | | 14,645 | 249,990 | | Tyson Hottinger | — | 105,000 | 210,000 | 420,000 | | | | | | | | 03/17/2023 | | | | 10,252 | 20,505 | 41,010 | | 350,020 | | | 03/17/2023 | | | | | | | 20,503 | 349,986 |

  80. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | 1. | Amounts in these columns represent potential payouts under our annual LIP. |

  81. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | 2. | Amounts in these columns represent the potential number of PSUs that may be earned based on Company financial performance and relative TSR performance, as described below. We have included additional information about these awards under “—2023 Long- Term Incentive Award Grants.” |

  82. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | 3. | Amounts in this column represent the number of RSUs awarded to each Named Executive Officer. We have included additional information about these awards under “—2023 Long-Term Incentive Award Grants.” |

  83. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | 4. | The amounts disclosed in this column represent the aggregate grant date fair value of the RSU and PSU awards granted to each Named Executive Officer, excluding the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant (and based on the probable outcome of the associated performance conditions, in the case of PSUs). See footnote 2 to the Summary Compensation table for more information. |

  84. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE We have entered into employment agreements with each of Messrs. Hostetler, Wood, Patel, Collins, Manning and Hostetler. Under the terms of each employment agreement, each executive officer is entitled to an annual base salary as described, with respect to 2023, under “—Base Salaries,” the opportunity to participate in our LIP with a target bonus as described, with respect to 2023 under “—Annual Incentive Plan, and the opportunity to participate in our 2020 Long-Term Incentive Plan as described, with respect to 2023, under “—Long-Term Stock Incentive Awards, as well as broad-based employee benefits. Our executive officers are also entitled to severance upon the termination of their employment in certain circumstances pursuant the Executive Severance Plan, as further described below under “—Potential Payments Upon Termination or Change in Control.” Each executive officer is also subject to (i) a Confidentiality, Non-Disparagement and Non-Solicitation Agreement, which provides, among other things, that the executive officer will not compete with the Company or solicit Company associates or customers during a two-year restricted period following his or her termination of employment; and (iii) an Employee Inventions Assignment Agreement.

  85. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    | ARRAY TECHNOLOGIES | 36 | 2024 PROXY STATEMENT |

  86. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

  87. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | NAME | GRANT DATE | STOCK AWARDS | | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) | MARKET VALUE OF SHARES OF UNITS THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(4) | | Kevin Hostetler | 04/18/2022 | 71,589 | 1,202,695 | | | | | 03/17/2023 | 105,448 | 1,771,526 | | | | | 04/18/2022 | | | 161,073 | 1,353,013 | | | 03/17/2023 | | | 105,448 | 885,763 | | Kurt Wood | — | — | — | — | — | | Nipul Patel | 03/02/2021 | 3,324 | 55,843 | | | | | 03/12/2021 | 452 | 7,594 | | | | | 03/11/2022 | 28,877 | 485,134 | | | | | 03/17/2023 | 33,684 | 565,891 | | | | | 03/30/2021 | | | 18,254 | 153,334 | | | 03/08/2022 | | | 44,780 | 376,152 | | | 03/17/2023 | | | 11,802 | 99,137 | | Terrance Collins | 08/01/2022 | 10,164 | 170,755 | | | | | 03/17/2023 | 18,453 | 310,010 | | | | | 08/01/2022 | | | 15,245 | 128,058 | | | 03/17/02023 | | | 18,454 | 155,014 | | Neil Manning | 02/15/2023 | 11,246 | 188,933 | | | | | 03/17/2023 | 14,645 | 246,036 | | | | | 03/17/2023 | | | 14,646 | 123,027 | | Tyson Hottinger | 06/07/2021 | 12,862 | 216,082 | | | | | 06/07/2021 | 6,003 | 100,850 | | | | | 03/11/2022 | 22,599 | 379,663 | | | | | 03/17/2023 | 20,503 | 344,450 | | | | | 06/07/2021 | | | 27,010 | 226,884 | | | 03/08/2022 | | | 51,282 | 430,769 | | | 03/17/2023 | | | 20,505 | 172,242 |

  88. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | 1. | These RSU awards were made pursuant to our 2020 Plan and vest one-third per year over three years beginning on the first anniversary of the date of grant, generally subject to the Named Executive Officer’s continued employment through the applicable vesting date. |

  89. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | 2. | The amounts set forth in this column include the number of shares subject to such RSU awards multiplied by $16.80, the closing price of our common stock on December 29, 2023, the last trading day of 2023. |

  90. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | 3. | PSU awards that were granted in 2023 and 2022 were made pursuant to our 2020 Plan. PSUs granted in 2023 vest on the third anniversary of the date of grant, subject to both the attainment of the performance requirements detailed in the Compensation Discussion & Analysis section above and, generally, the Named Executive Officer’s continued employment through the applicable vesting date. PSUs granted in 2022 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2022-2024 performance period (50% based on three-year average annual revenue growth and 50% based on three-year cumulative adjusted EPS), and, generally, the Named Executive Officer’s continued employment through the applicable vesting date. For PSUs granted in 2021, our Human Capital Committee completed the evaluation of the results of the 2021-2023 performance period and determined that none of the performance levels were achieved for any of the established performance metrics. As a result, none of the PSUs granted to our Named Executive Officers in 2021 vested. |

  91. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | ARRAY TECHNOLOGIES | 37 | 2024 PROXY STATEMENT |

  92. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2023

    | 4. | The amounts set forth in this column include the number of shares subject to such awards that would hypothetically vest at threshold-level performance multiplied by $16.80, the closing price of our common stock on December 29, 2023, the last trading day of 2023. |

  93. OPTION EXERCISES AND STOCK VESTED DURING 2023

    OPTION EXERCISES AND STOCK VESTED DURING 2023

  94. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | NAME | STOCK AWARDS(1) | | | | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING ($) | | Kevin Hostetler | 35,794 | 768,139 | | Kurt Wood | — | — | | Nipul Patel | 22,333 | 425,700 | | Terrance Collins | 16,373 | 303,448 | | Neil Manning | — | — | | Tyson Hottinger | 30,163 | 646,274 |

  95. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | 1. | The value realized on vesting is determined by multiplying the number of shares vesting by the closing price of our common stock on the Nasdaq on the vesting date. Shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2023. |

  96. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | ARRAY TECHNOLOGIES | 38 | 2024 PROXY STATEMENT |

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Executive Severance Plan provides for severance payments and benefits in the event of a termination by the Company without Cause, a termination by mutual agreement of the executive and the Company that is deemed by the Human Capital Committee to qualify as an involuntary termination or a resignation by the executive for Good Reason (a “qualifying termination”), both in connection with and outside the context of a change in control (“CIC”). The severance entitlements under the Executive Severance Plan in connection with a CIC are subject to a double trigger that requires a termination of employment in order for severance to become payable. In the event of a qualifying termination other than in connection with, or within 12 months following a CIC, the Executive Severance Plan provides the following cash severance:

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | In the case of our Chief Executive Officer, 150% of the sum of his or her (i) annual base salary and (ii) target bonus opportunity; and |

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | In the case of all other executives, 100% of the sum of their annual base salary. |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Additionally, subject to his or her timely election of COBRA coverage, the executive would be entitled to payment of the Company’s portion of monthly COBRA premiums for a specified severance period (18 months for our Chief Executive Officer and 12 months for all other executives) or until the executive becomes eligible for coverage under a subsequent employer’s health plan. Upon the executive’s qualifying termination, all outstanding RSUs would continue to vest over the specified severance period as if the executive had remained employed through each subsequent vesting date and all outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by the Company. In the event of a qualifying termination that occurs in connection with, or within 12 months following a CIC, the Executive Severance Plan provides cash severance to each executive of 200% of the sum of the executive’s (i) annual base salary and (ii) target bonus opportunity. Additionally, subject to his or her timely election of COBRA coverage, the executive would be entitled to payment of the Company’s portion of monthly COBRA premiums for 24 months or until the executive becomes eligible for coverage under a subsequent employer’s health plan. Upon the executive’s qualifying termination in connection with, or within 24 months after a CIC, all outstanding RSUs would immediately become fully vested upon the date of termination. Upon the executive’s qualifying termination in connection with, or within 12 months following a CIC, all outstanding RSU awards granted on or after March 11, 2022 would continue to vest as if the executive had remained employed through each subsequent vesting date. Upon the occurrence a CIC, any outstanding PSUs would be earned based on actual performance through the date of the CIC, with the earned PSUs continuing to vest based on the executive continued service. Upon the executive’s qualifying termination that occurs in connection with, or within 12 months following, a CIC or the executive’s termination by reason of death or disability following a CIC, all earned PSUs would immediately become fully vested upon the date of termination. For purposes of the Executive Severance Plan, the following definitions apply: “Change in Control” is defined as (i) an independent third party becoming the beneficial owner of securities of the Company representing at least 50% of the voting power of the Company’s securities, (ii) a merger, reorganization, or consolidation of the Company, unless the voting securities of the Company continue to represent more than 50% of the voting power of the Company or surviving entity, (iii) a change in the membership of our Board over a period of two consecutive years, in which incumbent directors and new directors whose election by the Board or nomination for election by our stockholders was approved by a vote of at least two-thirds of our directors, cease to constitute a majority of our Board membership and (iv) a complete liquidation or dissolution of the Company or sale of all or substantially all of the Company’s assets. “Cause” is defined as: (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers, vendors or suppliers, (ii) reporting to work under the influence of alcohol or under the influence or in the possession of illegal drugs, (iii) substantial and repeated failure to perform duties as reasonably directed by the Board or any other person to whom the executive reports after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice, (iv) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its affiliates, (v) a willful and material failure to observe policies or standards of the Company regarding employment practices (including nondiscrimination and sexual harassment policies) as prescribed thereby from time to time after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice or (vi) any breach by the executive of any non-competition, non-solicitation, no-hire or confidentiality covenant between the executive and the Company or any of its affiliates or any material breach by the executive of any provision of the Executive Severance Plan, or any agreement to which the executive and the Company or any of its affiliates are parties after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice. “Good Reason” is defined as (i) a material reduction in the executive’s annual base salary without the executive’s consent, (ii) a relocation of the executive’s principal place of employment, without his or her consent, to a location more than 50 miles from his or her then-current principal place of employment, or (iii) an adverse change in the executive’s position or title without his or her consent; provided, that, in any case, (x) written notice of the executive’s resignation for Good Reason must be delivered to the Company within 30 days after the occurrence of any such event in order for his or her resignation for Good Reason to be effective hereunder, (y) the Company shall have

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | ARRAY TECHNOLOGIES | 39 | 2024 PROXY STATEMENT |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    30 days after receipt of such notice during which the Company may remedy the occurrence giving rise to the claim for Good Reason termination (if such occurrence is capable of being remedied), and, if the Company cures such occurrence within such 30-day period, there shall be no Good Reason, and (z) the executive must actually resign within 90 days following the event constituting Good Reason. Separately, in the event of a termination of the executive’s employment by reason of death or disability all outstanding RSUs and PSUs would immediately become fully vested upon the date of termination, with PSUs vesting based on achievement of target performance and prorated for the executive’s service during the applicable performance period. The executive would not be entitled to receive any other benefits under the Executive Severance Plan.

  103. POTENTIAL PAYMENTS TABLE

    POTENTIAL PAYMENTS TABLE The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the executive’s employment had terminated on December 31, 2023, given the executive’s compensation as of such date and, if applicable, based on the closing price of our common stock on December 29, 2023, the last trading day of 2023 or, in the case of Mr. Patel, the actual severance payments and benefits he received in connection with his termination of employment on January 19, 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different than the estimates presented in the table. Factors that could affect these amounts include the timing of any such event and our stock price. Amounts included for Mr. Patel represent the amounts payable to him under the Transition Agreement, described above.

  104. POTENTIAL PAYMENTS TABLE

    | EXECUTIVE | BENEFIT(2) | CHANGE IN CONTROL WITH QUALIFYING TERMINATION ($) | QUALIFYING TERMINATION OUTSIDE OF A CIC ($) | DEATH OR DISABILITY ($) | | Kevin Hostetler (Chief Executive Officer) | Cash Severance | 3,825,000 | 2,868,750 | — | | | Benefit Continuation | 68,451 | 51,338 | — | | | RSUs | 2,974,221 | 2,974,221 | 2,974,221 | | | PSUs | 4,477,552 | 2,004,675 | 2,004,675 | | | Total | 11,345,224 | 7,898,984 | 4,978,896 | | Kurt Wood (Chief Financial Officer) | Cash Severance | 1,662,500 | 475,000 | — | | | Benefit Continuation | 65,158 | 16,290 | — | | | RSUs | — | — | — | | | PSUs | — | — | — | | | Total | 1,727,658 | 491,290 | — | | Nipul Patel (Former Chief Financial Officer)(1) | Cash Severance | 1,232,000 | 385,000 | — | | | Benefit Continuation | 68,450 | 17,113 | — | | | RSUs | 1,114,462 | 1,114,462 | 1,114,462 | | | PSUs | 1,150,262 | 738,302 | 738,302 | | | Total | 3,565,174 | 2,254,877 | 1,852,764 | | Terrance Collins (Chief Human Resources Officer) | Cash Severance | 1,312,000 | 410,000 | — | | | Benefit Continuation | 68,451 | 17,113 | — | | | RSUs | 480,765 | 480,765 | 480,765 | | | PSUs | 566,143 | 202,749 | 202,749 | | | Total | 2,427,359 | 1,110,627 | 683,514 | | Neil Manning (Chief Operations Officer) | Cash Severance | 1,200,000 | 375,000 | — | | | Benefit Continuation | 68,451 | 17,113 | — | | | RSUs | 372,002 | 372,002 | 372,002 | | | PSUs | 246,053 | 64,940 | 64,940 | | | Total | 1,886,506 | 829,055 | 436,942 | | Tyson Hottinger (Chief Legal Officer) | Cash Severance | 1,200,000 | 375,000 | — | | | Benefit Continuation | 68,086 | 17,021 | — | | | RSUs | 1,041,045 | 1,041,045 | 1,041,045 | | | PSUs | 1,659,790 | 1,000,855 | 1,000,855 | | | Total | 3,968,921 | 2,433,921 | 2,041,900 |

  105. POTENTIAL PAYMENTS TABLE

    | 1. | Mr. Patel terminated employment as Chief Financial Officer on November 13, 2023. The Company determined that Mr. Patel’s termination of employment was a termination by mutual agreement of Mr. Patel and the Company that qualified as an involuntary termination under the Executive Severance Plan. |

  106. POTENTIAL PAYMENTS TABLE

    | 2. | For all termination scenarios that result in continued vesting of outstanding RSUs or PSUs, the value shown in the table above is determined by multiplying the number of shares subject to continued vesting by $16.80 (our closing stock price on December 29, 2023, the last trading day of 2023). With respect to a qualifying termination in connection with a CIC or outside a CIC, the amount shown in respect of outstanding PSUs is based on the estimated actual performance level through December 29, 2023, which was 100%. |

  107. POTENTIAL PAYMENTS TABLE

    | ARRAY TECHNOLOGIES | 41 | 2024 PROXY STATEMENT |

  108. PAY-VERSUS-PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) | | COMPENSATION ACTUALLY PAID TO PEO(3) ($)(2) | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(2) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEO ($)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN THOUSANDS)(5) | REVENUE ($ IN THOUSANDS)(5) | | | FUSARO | HOSTETLER | FUSARO | HOSTETLER | | | ARRAY TOTAL SHAREHOLDER RETURN ($)(3) | PEER GROUP TOTAL RETURN ($)(4) | | | | 2023 | — | 5,716,945 | — | 5,147,609 | 1,372,133 | 1,248,586 | 46.09 | 68.53 | 85,546 | 1,576,551 | | 2022 | 2,148,071 | 5,772,123 | 3,036,259 | 7,256,684 | 1,214,022 | 1,692,131 | 53.03 | 149.18 | 4,432 | 1,637,546 | | 2021 | 4,271,575 | — | 570,878 | — | 1,414,459 | 557,975 | 43.05 | 120.45 | (50,403) | 853,318 | | 2020 | 3,107,811 | — | 4,395,744 | — | — | — | 118.35 | 130.89 | 59,073 | 872,662 |

  109. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures Over the course of 2022, the Company’s net income rose $43.6 million, and revenue increased $781 million. In turn, total shareholder return increased over 200%. In 2023 while net income rose significantly, revenue dropped by 4%. As a result, total shareholder return was reduced as well. Compensation Actually Paid to Mr. Hostetler reduced in 2023, primarily driven by the loss in total shareholder return. Compensation Actually Paid to the NEOs excluding Mr. Hostetler likewise reduced in 2023, primarily driven by the loss in total shareholder return. Array’s compensation philosophy ties executive compensation and company performance through each pay element. Compensation actually paid to our NEOs was reduced in 2023, due to the loss of value in both outstanding equity awards granted but not vested, as well as vested equity awards. While shareholder return is directly tied to Array’s long-term incentive awards, individual performance is a strong determining factor for base salary actions and short-term cash incentives reflect collective team performance, as stated above.

  110. Relationship between Compensation Actually Paid and Performance Measures

    | ARRAY TECHNOLOGIES | 43 | 2024 PROXY STATEMENT |

  111. Relationship between Compensation Actually Paid and Performance Measures

    The chart below shows the correlation between total shareholder return and compensation actually paid for NEOs at Array. There is a clear and immediate relationship between the financial performance of the business and the pay for executive leaders.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Executive Severance Plan provides for severance payments and benefits in the event of a termination by the Company without Cause, a termination by mutual agreement of the executive and the Company that is deemed by the Human Capital Committee to qualify as an involuntary termination or a resignation by the executive for Good Reason (a “qualifying termination”), both in connection with and outside the context of a change in control (“CIC”). The severance entitlements under the Executive Severance Plan in connection with a CIC are subject to a double trigger that requires a termination of employment in order for severance to become payable. In the event of a qualifying termination other than in connection with, or within 12 months following a CIC, the Executive Severance Plan provides the following cash severance:

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | In the case of our Chief Executive Officer, 150% of the sum of his or her (i) annual base salary and (ii) target bonus opportunity; and |

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | In the case of all other executives, 100% of the sum of their annual base salary. |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Additionally, subject to his or her timely election of COBRA coverage, the executive would be entitled to payment of the Company’s portion of monthly COBRA premiums for a specified severance period (18 months for our Chief Executive Officer and 12 months for all other executives) or until the executive becomes eligible for coverage under a subsequent employer’s health plan. Upon the executive’s qualifying termination, all outstanding RSUs would continue to vest over the specified severance period as if the executive had remained employed through each subsequent vesting date and all outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by the Company.

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | ARRAY TECHNOLOGIES | 44 | 2024 PROXY STATEMENT |

  117. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the total annual compensation of Kevin Hostetler, our Chief Executive Officer (“CEO”), to the total annual compensation of our median employee. The Company believes that the pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2023, our last completed fiscal year:

  118. CEO PAY RATIO

    | • | We have estimated that the total annual compensation of our median employee (other than our CEO) was $68,000; and |

  119. CEO PAY RATIO

    | • | The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $5,716,945. |

  120. CEO PAY RATIO

    Based on this information, for 2023, the ratio of the total annual compensation for Mr. Hostetler, our CEO, to the total annual compensation of our median employee was 84 to 1. To determine this ratio, we first prepared a list of all our full-time, part-time and temporary employees as of December 31, 2023, the last day of our fiscal year. To identify the median employee from our employee population, we reviewed the amount of regular wages, overtime pay, and cash incentives for employees for 2023. Once we identified the median employee, we then determined the total annual compensation for 2023 of that employee using the same rules that apply to reporting compensation for our Named Executive Officers in the 2023 Summary Compensation Table. The pay ratio disclosure rules allow companies to adopt a variety of methodologies, to apply exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies in calculating their own pay ratios.

  121. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation awarded or paid to the members of our Board for the year ended December 31, 2023. Mr. Hostetler, our Chief Executive Officer, did not receive additional compensation for his service on our Board, and, consequently, he is not included in this table. The compensation that Mr. Hostetler received as an employee during 2023 is included in the “Summary Compensation Table” above.

  122. DIRECTOR COMPENSATION

    | NAME | FEES PAID IN CASH ($) | STOCK AWARDS ($)(1) | NON-EQUITY PLAN COMPENSATION ($) | TOTAL ($) | | Paulo Almirante | 75,000 | 170,000 | — | 245,000 | | Troy Alstead | 100,000 | 170,000 | — | 270,000 | | Orlando Ashford | 92,500 | 170,000 | — | 262,500 | | Brad Forth | 185,000 | 170,000 | — | 355,000 | | Jayanthi Iyengar | 75,000 | 170,000 | — | 245,000 | | Tracy Jokinen | 75,000 | 170,000 | — | 245,000 | | Bilal Khan(2) | 75,000 | — | 385,087(3) | 245,000 | | Gerrard Schmid | 75,000 | 170,000 | — | 245,000 |

  123. DIRECTOR COMPENSATION

    | 1. | Represents the aggregate grant date fair value of RSUs with respect to shares of the Company’s common stock granted in 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value of the awards is determined using the closing price of our common stock on the date of grant. |

  124. DIRECTOR COMPENSATION

    | 2. | Mr. Khan was appointed to our Board in connection with Blackstone’s purchase of our Series A Perpetual Preferred Stock under the Securities Purchase Agreement (as defined below) between the Company and BCP Helios Aggregator L.P. The Securities Purchase Agreement stipulates that all compensation paid to the Blackstone nominee for service on our Board is to be paid in cash. As a result, Mr. Khan does not receive any stock awards, and he was instead awarded “phantom” RSUs in 2023 with a grant date fair value of $170,000 and payable in cash based upon the Company’s stock price on the vesting date, which is on the first anniversary of the grant date. This phantom award will be paid in 2024. As a result, the amount payable under this phantom award will be reportable in next year’s Director Compensation Table. |

  125. DIRECTOR COMPENSATION

    | 3. | Represents phantom RSUs with a grant date of May 24, 2022 and a grant date fair value of $170,000, which were payable in cash based upon the Company’s stock price on the vesting date of May 24, 2023. |

  126. 2023 DIRECTOR COMPENSATION PROGRAM

    2023 DIRECTOR COMPENSATION PROGRAM Our current director compensation program for non-employee directors is generally comprised of (i) an annual cash retainer for service on the Board and as a committee chairperson and (ii) an annual stock retainer. During 2023, Pay Governance evaluated our director compensation relative to our compensation peer group (as described in the Compensation Discussion & Analysis section above. Based on this review, we increased the stock retainer for our non-employee directors from $150,000 in 2022 to $170,000 in 2023 and increased the annual cash retainer for the chairperson of the Nominating and Corporate Governance Committee from $10,000 in 2022 to $15,000 in 2023. The annual stock retainer is paid at the time of our annual stockholder meeting in restricted stock units that vest in full on the first anniversary of the grant date. The cash retainers for 2023, which were paid in four equal quarterly installments and prorated for any partial year of service on our board of directors, were as follows:

  127. 2023 DIRECTOR COMPENSATION PROGRAM

    | POSITION | RETAINER ($) | | Non-Executive Chairman | 100,000 | | Board Member | 75,000 | | Audit Committee Chair | 25,000 | | Human Capital Committee Chair | 17,500 | | Nominating and Corporate Governance Committee Chair | 15,000 |

  128. 2023 DIRECTOR COMPENSATION PROGRAM

    Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

  129. 2023 DIRECTOR COMPENSATION PROGRAM

    | ARRAY TECHNOLOGIES | 46 | 2024 PROXY STATEMENT |

  130. 2023 DIRECTOR COMPENSATION PROGRAM

    | | | AUDIT COMMITTEE REPORT |

  131. 2023 DIRECTOR COMPENSATION PROGRAM

    The Audit Committee has reviewed the audited consolidated financial statements of Array for the year ended December 31, 2023 and has discussed these statements with management and Deloitte & Touche LLP, (“Deloitte”), the Company’s independent registered public accounting firm. Array management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. The independent registered public accounting firm audits the annual consolidated financial statements prepared by management, expresses an opinion as to whether those consolidated financial statements present fairly the consolidated financial position, results of operations and cash flows of Array in conformity with U.S. generally accepted accounting principles and discusses any issues they believe should be raised with us. The Audit Committee is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls, and its review included a discussion of the quality and acceptability of the Company’s financial reporting and internal controls. The Audit Committee also received from, and discussed with, Deloitte the written disclosures and other communications that the Company’s independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed under the rules of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. Deloitte also provided the Audit Committee with the written disclosures and the letter required by the PCAOB regarding independence. PCAOB rules require independent registered public accounting firms annually to disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and engage in a discussion of independence. The Audit Committee has reviewed this disclosure and has discussed with Deloitte their independence from Array. Based on its discussions with management and our independent registered public accounting firm, and its review of the representations and information provided by management and our independent registered public accounting firm, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Array Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. Members of the Audit Committee Troy Alstead, Chairman Paulo Almirante Tracy Jokinen Gerrard Schmid

  132. 2023 DIRECTOR COMPENSATION PROGRAM

    | ARRAY TECHNOLOGIES | 47 | 2024 PROXY STATEMENT |

  133. 2023 DIRECTOR COMPENSATION PROGRAM

    | | | DELINQUENT SECTION 16(a) REPORTS |

  134. 2023 DIRECTOR COMPENSATION PROGRAM

    Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by regulation of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms or written representations from certain reporting persons received by us with respect to 2023, we believe that our executive officers and directors and persons who own more than 10% of a registered class of our equity securities have complied with all applicable filing requirements.

  135. 2023 DIRECTOR COMPENSATION PROGRAM

    | ARRAY TECHNOLOGIES | 48 | 2024 PROXY STATEMENT |

  136. 2023 DIRECTOR COMPENSATION PROGRAM

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  137. 2023 DIRECTOR COMPENSATION PROGRAM

    | | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  138. 2023 DIRECTOR COMPENSATION PROGRAM

    The following is a summary of transactions to which we are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under “Compensation Discussion and Analysis—Executive Compensation” and “Compensation Discussion and Analysis—Director Compensation.” For the year ended December 31, 2023, the Company recognized $14.5 million in equity-based compensation.