DEF 14A of Nextpower Inc., Jun 26, 2024

DEF 14A of Nextpower Inc.

Filed Jun 26, 2024 · FY20240001140361-24-031424

Open on EDGAR

  1. 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.

  2. 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 | | | | | | | | | Julie Blunden | 58 | 2024 | 2024 | | | | | | Steven Mandel | 36 | 2023 | 2024 | | | | | | Willy Shih | 73 | 2023 | 2024 | | | Chair | | | Directors with Continuing Terms | | | | | | | | | William Watkins* | 71 | 2023 | 2026 | | | | Chair | | Jeffrey Guldner | 59 | 2024 | 2025 | | | | | | Jonathan Coslet | 59 | 2023 | 2025 | | | | | | Daniel Shugar | 61 | 2023 | 2026 | | | | | | Brandi Thomas | 47 | 2023 | 2025 | | Chair | | | | Howard Wenger | 64 | 2024 | 2026 | | | | |

  3. Nominees for Director and Directors with Continuing Terms

    | * Chairperson of the Board |

  4. 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.

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Julie Blunden Board Member Age: 58 Director Since: 2024 | Julie Blunden has served on our Board of Directors since January 2024. Ms. Blunden served on the Board of Directors of American Battery Technology Company from February 2022 through March 2024, where she also served as Chair of its Compensation Committee and as a member of its Audit Committee and Governance Committee. Ms. Blunden has also served as an independent director on the Board of Directors of ZincFive, Inc., a privately held company, since February 2022, serving as Chair of its Compensation Committee. In addition, Ms. Blunden has served on the Board of Advisors of Plus Power, LLC, a privately held company, since January 2021 and previously served as its Chief Operating Officer from October 2022 through July 2023. Ms. Blunden served as the Chief Commercial Officer of EVgo, Inc. from March 2018 through the completion of its sale to LS Power, L.P. in January 2020. Ms. Blunden has also served as Vice Chair at the Solar Energy Industries Association. Additionally, Ms. Blunden served on the Board of Directors of the Energy Storage Association from June 2018 through April 2020. Ms. Blunden has also served as a member of four other boards of directors of non-profit organizations and two advisory boards of non-profit organizations, including as a member of the Board of New Energy Nexus since May 2013, where she served as its chair through May 2024. Ms. Blunden served as an Executive in Residence for the Global Energy Management Program at the University of Colorado Denver’s Business School from 2016 through December 2017. Ms. Blunden has an engineering and environmental studies degree from Dartmouth College and a Master of Business Administration degree from Stanford’s Graduate School of Business. Ms. Blunden was selected to serve on our board based on her extensive industry experience and background in the power, renewables and clean energy sectors. |

  7. Director Nominees

    | Steven Mandel Board Member Age: 36 Director Since: 2023 | Steven Mandel is a 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, Palmetto Solar, Climavision, 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. 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. |

  8. Director Nominees

    | Willy Shih Board Member Age: 73 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 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. Mr. Shih was selected to serve on our board based on his extensive experience in product development and manufacturing. |

  9. Director Nominees

    For the election of directors, the three 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 2027 annual meeting of stockholders. Only votes “For” will affect the outcome. Broker non-votes, abstentions, and votes to “Withhold” will have no effect. The Board of Directors recommends a vote IN FAVOR of each named nominee.

  10. Directors with Continuing Terms

    Directors with Continuing Terms

  11. Directors with Terms Continuing Until 2025

    Directors with Terms Continuing Until 2025

  12. Directors with Terms Continuing Until 2025

    | Jonathan Coslet Board Member Age: 59 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 has also previously served on the board of directors of several public and private companies, including Endurance Specialty Holdings, Ltd., IASIS Healthcare LLC, J. Crew Group, Inc., Neiman Marcus Group, Oxford Health Plans, Inc., Petco Health and Wellness Company Inc. and Quintiles. Prior to joining TPG, Mr. Coslet worked at Donaldson, Lufkin & Jenrette, and before that Drexel Burnham Lambert. Mr. Coslet also serves on the Board of Directors of Stanford Lucile Packard Children’s Hospital, where he is Chairman, the Stanford Medicine Board of Fellows and the Stanford Institute for Economic Policy Research Advisory Board. 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. Mr. Coslet was selected to serve on our board based on his background in finance and extensive experience in advising and growing companies. |

  13. Directors with Terms Continuing Until 2025

    | Jeffrey Guldner Board Member Age: 59 Director Since: 2024 | Jeffrey Guldner has served as President and Chief Executive Officer and Chairman of the Board of Directors of Pinnacle West Capital Corporation, a utility holding company, and Chief Executive Officer and Chairman of the Board of Directors of its primary subsidiary, Arizona Public Service Company (“APS”), an electric utility company, since November 2019. He also served as President of APS from August 2021 to May 2022. Mr. Guldner joined APS in 2004 and held several leadership positions at APS prior to his current roles. Prior to joining APS, Mr. Guldner was a partner in the Phoenix office of Snell & Wilmer LLP, where he practiced public utility, telecommunications and energy law. Before practicing law, Mr. Guldner served as a surface warfare officer in the United States Navy and was an assistant professor of naval history at the University of Washington. Mr. Guldner serves on the Board of Directors of Edison Electric Institute, the McCain Institute, the Nuclear Energy Institute, the Electric Power Research Institute and the Smart Electric Power Alliance. Mr. Guldner also serves on the Board of Directors of Greater Phoenix Leadership and Arizona State University’s Knowledge Exchange for Resilience. Mr. Guldner earned his B.A. from the University of Iowa and his J.D. from Arizona State University College of Law. Mr. Guldner is also a graduate of the Reactor Technology Course at the Massachusetts Institute of Technology and the Advanced Management Program at Columbia Business School. MR. GULDNER WAS SELECTED TO SERVE ON OUR BOARD BASED ON HIS EXTENSIVE INDUSTRY, MANGEMENT AND PUBLIC COMPANY EXPERIENCE. |

  14. Directors with Terms Continuing Until 2025

    | Brandi Thomas Board Member Age: 47 Director Since: 2023 | Brandi Thomas currently serves as Vice President, Corporate Audit and Enterprise Risk Management of General Motors Company, a multinational vehicle manufacturer of the Buick, GMC, Cadillac and Chevrolet brands, as well as autonomous vehicle technology. Prior to joining General Motors, Ms. Thomas served as Vice President, Chief Audit Executive and Chief Diversity, Equity and Inclusion Officer at General Electric, a multinational company operating in aviation, power and renewable energy from November 2020 to December 2023. Prior to General Electric, 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. She holds a Bachelor of Science Degree in Finance from Case Western Reserve University. Ms. Thomas was selected to serve on our board based on her extensive experience in finance, corporate audit, enterprise risk management and strategic growth. |

  15. Directors with Terms Continuing Until 2026

    Directors with Terms Continuing Until 2026

  16. Directors with Terms Continuing Until 2026

    | Daniel Shugar Board Member & CEO Age: 61 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. 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. |

  17. Directors with Terms Continuing Until 2026

    | William Watkins Board Member Age: 71 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 has served on the Board of Directors of Flex since 2009. He previously served on the Board of Directors of Avaya Holdings Corp. from 2017 through 2023 and Maxim Integrated Products, Inc., from 2008 to 2021. Mr. Watkins holds a Bachelor of Science degree in Political Science from the University of Texas. 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. |

  18. Directors with Terms Continuing Until 2026

    | Howard Wenger Board Member & President Age: 64 Director Since: 2024 | Howard Wenger has served as President of Nextracker since February 2022. Mr. Wenger began his solar career in 1984 and has held multiple leadership and board positions. Mr. Wenger served as President of Solaria Corporation, a solar panel manufacturing company, from May 2020 to October 2021, and as member of its Board of Directors from September 2019 to November 2022. From 2007 to 2017, he held various executive officer roles at SunPower Corporation, including President, Global Business Units, and for eight years serving as President and Chief Executive Officer of SunPower Corporation Systems, a wholly-owned subsidiary of SunPower Corporation. From 2003 to 2007, Mr. Wenger served as Executive Vice President and Board Director of PowerLight Corporation and prior to that held engineering and research positions at several companies, including AstroPower, Inc., Pacific Energy Group, PG&E and Intersol Power Corporation. Mr. Wenger holds a Bachelor of Arts degree in Environmental Studies from the University of California, Santa Barbara, and a Master of Science degree in Civil Engineering from the University of Colorado, Boulder. We believe Mr. Wenger is qualified to serve as a director due to his role as President and his extensive management experience in the solar energy industry. |

  19. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Pursuant to the Nom Gov Committee charter, 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 Nasdaq 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, 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 stockholders 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 stockholders or by a third party it may engage to conduct a search for possible candidates. In considering candidates submitted by stockholders, the Nom Gov Committee will take into consideration the needs of the Board, and the qualifications of the candidate. In evaluating recommendations submitted by stockholders, 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 stockholder 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 stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.

  20. Overview

    To ensure that our executive compensation program aligns the interests of our NEOs with those of our stockholders, we utilize performance metrics for both our short-term and long-term incentive programs that are key drivers for stockholder value. We also ensure that a substantial portion of performance-based compensation is delivered through equity awards. Prior to fiscal year 2023 (“FY23”), our NEOs generally received equity awards under Flex Ltd.’s (“Flex”) long-term equity incentive program. In FY23, in connection with our initial public offering, we implemented our long-term equity incentive program (described in more detail below), and our NEOs no longer received any additional long-term equity awards under Flex’s long-term equity incentive program. All outstanding equity awards that any of our NEOs held pursuant to Flex’s long-term equity incentive program were converted into corresponding equity awards pursuant to our long-term equity incentive program in connection with our spin-off from Flex in January 2024.

  21. Executive Compensation Philosophy

    | Element | Overview | | Pay level | Pay is regularly benchmarked against a set of industry peers to ensure it remains competitive and equitable. | | | Base salaries and target cash compensation are competitively positioned for executives. | | | Pay levels determined in order to attract and retain superior leaders in a highly competitive market for talent. | | Substantial emphasis on at-risk compensation | Emphasis on performance-contingent, long-term equity-based incentive compensation over fixed compensation. | | | Programs are designed to link actual pay to the achievement of pre-determined performance goals that create stockholder value and align with our stockholders’ interests. | | | 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, our compensation philosophy is also built on the premise that stockholder value is built over the long term. | | | We require our NEOs to own a significant amount of Nextracker’s common stock to ensure a continued link between the interests of our NEOs and our stockholders. |

  22. Our Executive Compensation Program Reflects Good Governance Practices

    | What We Don’t Do | | | | | No minimum payouts | Our compensation plans do not have minimum guaranteed payout levels. | | | No automatic or guaranteed compensation increases | We do not provide for automatic salary increases or increases in target short- or long-term incentive awards. | | | No hedging, pledging or short sales | We do not permit our executive officers or directors to hedge or short-sell Nextracker securities. Additionally, our executive officers and directors are prohibited from pledging Nextracker securities against other debt. | | | No excise tax gross-ups | We do not provide any gross-up for any excise tax payable by an executive officer under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). | | | No excessive severance | We do not provide excessive severance payments. | | | No repricing | We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval. |

  23. Overview - Compensation Components

    | FY24 Compensation Component | Form of Compensation | Performance Period | Metrics and Performance Criteria | More Information | | Base Salary | Cash | Annual | NEO base salary changes reviewed annually by CEO (or C&P Committee for CEO changes) | Page 52 | | Short-Term Incentive Plan | Cash | Annual | FY24 Revenue, Adjusted EBITDA, and Adjusted Free Cash Flow | Page 53 | | Long-Term Incentive Plan | Performance Stock Units (PSUs) | 1-year and 3-year measurement periods | FY24 Revenue, FY24 Adjusted EBITDA with three-year rTSR along with service and time-based vesting | Page 55 | | | Restricted Stock Units (RSUs) | Vest annually over three years | Service and time-based vesting | Page 57 | | | Stock Options | Vest at the end of three years | Service and time-based vesting | Page 57 |

  24. The C&P Committee and its Independent Compensation Consultant

    The C&P Committee and its Independent Compensation Consultant Our C&P Committee engaged the services of Meridian as the independent compensation consultant for the C&P Committee for FY24 to provide advice on executive compensation matters. Meridian did not provide any other services to Nextracker or its management. The C&P Committee regularly reviews, no less than annually, the independence of its compensation consultant in accordance with SEC and Nasdaq requirements. At this time, the C&P Committee has determined that no conflict of interest exists for our compensation consultant.

  25. Nextracker compensation benchmarks and Peer Group

    Nextracker compensation benchmarks and Peer Group The C&P Committee develops, determines and adjusts compensation benchmarks and the peer group with respect to Nextracker (the “Peer Group”). The C&P Committee reviews the Peer Group on an annual basis, with input from Meridian, and the Peer Group may be adjusted from time to time based on, among other factors, a comparison of revenues, market capitalization, industry, peer group performance, merger and acquisition activity and stockholder input. Based on the advice of Meridian, the following companies were designated as the Peer Group with respect to our compensation program for FY24:

  26. Nextracker compensation benchmarks and Peer Group

    | Array Technologies, Inc. ARRY Dropbox, Inc. DBX Enersys ENS Enphase Energy, Inc. ENPH F5, Inc. FFIV | First Solar, Inc. FSLR Fluence Energy, Inc. FLNC Juniper Networks, Inc. JNPR Keysight Technologies, Inc. KEYS National Instruments Corporation NATI | NetApp, Inc. NTAP Okta, Inc. OKTA Pure Storage, Inc. PSTG Resideo Technologies, Inc. REZI Skyworks Solutions, Inc. SWKS | SolarEdge Technologies, Inc. SEDG Sunnova Energy International Inc. NOVA SunPower Corporation SPWR Sunrun Inc. RUN Trimble Inc. TRMB |

  27. Nextracker compensation benchmarks and Peer Group

    The C&P Committee considers the compensation provided by our Peer Group 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.

  28. Appropriate Pay Mix

    Appropriate Pay Mix Our FY24 compensation philosophy is designed around “pay-for-performance” so that a significant portion of our NEOs’ total target direct compensation is “at-risk.” In determining the mix of the various reward elements and the value of each component, the C&P Committee considered the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity, historical compensation and retention concerns. Executive officers generally have a greater portion of their compensation at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence Nextracker’s performance. As illustrated by the following charts, for FY24, approximately 96% of our current CEO’s annual target total direct compensation was at-risk and on average approximately 94% of our other NEOs’ annual target total direct compensation opportunity was at-risk. The STIP is reflected at target and does not reflect the actual payout. PSUs, RSUs and stock options are reflected at their target grant date fair value.

  29. Short-term Incentive Plan

    Short-term Incentive Plan For FY24, short-term incentive bonuses for our NEOs were earned pursuant to the Nextracker short-term incentive plan (the “STIP”) 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 STIP for FY24 were as follows (weighted by percentage):

  30. Short-term Incentive Plan

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

  31. Short-term Incentive Plan

    | • | Nextracker-specific adjusted EBITDA (40%); |

  32. Short-term Incentive Plan

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

  33. Short-term Incentive Plan

    | • | Individual performance factor (adjusts bonus payout by 0%—100%). |

  34. Short-term Incentive Plan

    The following table summarizes the key features of our FY24 STIP.

  35. Short-term Incentive Plan

    | 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, adjusted EBITDA and adjusted free cash flow with respect to Nextracker Individual performance factors 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 stockholder 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 and depending on the executive Bonuses that can be earned range 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 |

  36. Short-term Incentive Plan

    As noted above, the STIP included an individual performance factor for FY24 that also affects the individual funding of each of our NEOs’ bonus. Under this component, each NEO’s 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, adjusted EBITDA and adjusted free cash flow performance metrics. The individual performance metrics were the same for each NEO in FY24, and the C&P Committee determined that this amount was 100% for FY24.

  37. Incentive payouts for NEOs under the STIP

    Incentive payouts for NEOs under the STIP Performance targets for FY24 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 pre-established strategic and operating objectives during FY24. 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 EBITDA, and adjusted free cash flow performance metrics:

  38. Incentive payouts for NEOs under the STIP

    | FY24 STIP Results | | | | | | | | | (in millions, except percentages) | Weight | Threshold Performance Level | Target Performance Level | Maximum Performance Level | Actual Performance Achievement | Actual Performance Achievement | Weighted Performance Achievement | | Revenue | 40% | $1,971 | $2,190 | $2,409 | $2,500 | 114% | 80% | | Adjusted EBITDA | 40% | $257 | $285 | $314 | $521 | 183% | 80% | | Adjusted Free Cash Flow | 20% | $128 | $142 | $156 | $427 | 301% | 40% |

  39. Incentive payouts for NEOs under the STIP

    Total weighted performance achievement with respect to such financial metrics resulted in gross achievement of 200% relative to target performance. We used adjusted non-GAAP performance measures (i.e., adjusted EBITDA and adjusted free cash flow) for purposes of our incentive bonus plan in FY24. See Appendix A for definitions of adjusted EBITDA (with respect to the adjusted EBITDA 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 the FY24 STIP, 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 FY24).

  40. Target and final short-term incentive awards for FY24

    Target and final short-term incentive awards for FY24 For FY24, the aggregate short-term incentive payouts for our NEOs, after adjustment for individual performance, were as follows:

  41. Target and final short-term incentive awards for FY24

    | Name | FY24 short-term incentive plan target (potential bonus as a percentage of base salary) | FY24 short-term incentive plan target (potential bonus expressed as a dollar amount) | FY24 short-term incentive plan actual bonus ($) | FY24 actual short-term incentive plan bonus (as a percentage of full year target bonus) | | Daniel Shugar | 135% | $1,165,050 | $2,294,250 | 200% | | David Bennett | 80% | $376,000 | $738,521 | 200% | | Howard Wenger | 80% | $404,000 | $795,503 | 200% | | Bruce Ledesma | 80% | $404,000 | $794,443 | 200% | | Nicholas (Marco) Miller | 65% | $260,000 | $509,074 | 200% |

  42. Target and final short-term incentive awards for FY24

    Bonus payments were made in a single installment after the close of FY24.

  43. Long-term incentive compensation

    Long-term incentive compensation Our long-term incentive compensation program consists of a mix of RSUs, PSUs and stock options granted under the 2022 Plan (the “LTIP”), which was put in place at our IPO. Prior to the implementation of our LTIP, long-term incentives with respect to our NEOs were provided through Flex’s long-term incentive program. Our NEOs did not receive any equity awards under Flex’s long-term incentive compensation beginning in FY23. In connection with Nextracker’s spin-off from Flex in January 2024, outstanding Flex equity awards held by our NEOs were converted to corresponding Nextracker equity awards under our LTIP with the same terms as originally applied to Flex awards. In FY24, our NEOs received grants of RSUs, PSUs and stock option awards under our LTIP as an incentive to maximize our long-term performance and drive value creation for our stockholders. These long-term incentives are designed to align the interests of the NEOs with those of our stockholders and to give each NEO a significant incentive to manage Nextracker 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 Nextracker.

  44. Performance stock unit awards – FY24

    Performance stock unit awards – FY24 PSUs 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 PSUs granted in FY24 provide for (i) a one-year measurement period (April 1, 2023 – March 31, 2024) for financial metrics (as described below) and (ii) a cumulative three-year relative TSR modifier (“rTSR”). PSUs 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 PSUs that vest is based on the extent to which the relevant performance criteria is attained. Payouts are made in shares. Before the PSUs vest, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents. PSUs granted in FY24 vest between 0% and 300% of target. With respect to the PSUs granted in FY24, (i) 50% of the performance criteria are based on Nextracker’s achievement of a revenue goal in FY24 and (ii) 50% of the performance criteria are based on Nextracker’s achievement of an adjusted EBITDA goal in FY24. In addition, the PSUs are subject to a three-year rTSR modifier based on the level of Nextracker's total shareholder return performance against that of our executive compensation peer group, with 0.75x applied for rTSR achievement at the 25th percentile, 1.0x applied for achievement at the 50th percentile and 1.5x applied for achievement at the 75th percentile (with linear interpolation applied). The financial metrics can each be earned between 0% and 200% of target and the rTSR modifier can adjust the payout levels under the financial component from 75% to 150% (for a maximum total payout of 300% of target). Actual Company performance of the financial metrics for FY24 were as follows:

  45. Performance stock unit awards – FY24

    | Measurement Period | Percent | Metric | Weight | 100% Target ($m) | Actual Performance ($m) | Actual % | Weighted Achievement (%) | | FY24 (4/1/2023 – 3/31/2024) | 100% | FY24 Revenue | 50% | $2,190 | $2,500 | 114% | 100% | | | | FY24 Adjusted EBITDA(1) | 50% | $285 | $521 | 183% | 100% |

  46. Performance stock unit awards – FY24

    | (1) This is a non-GAAP performance measure. See Appendix A for the definition of adjusted EBITDA (with respect to the adjusted EBITDA performance metric) and a reconciliation of this non-GAAP measure to the most comparable GAAP financial measure. |

  47. Performance stock unit awards – FY24

    Based on the attainment of the applicable financial metrics (i.e., FY24 revenue and FY24 adjusted EBITDA) described above, the following PSUs have been earned and are eligible to vest at the end of three-year performance period in 2026, subject to satisfaction of the service requirement described above, and subject to further modification between 75%-150% based on the level of achievement of the three-year rTSR modifier, described above:

  48. Performance stock unit awards – FY24

    | Name | Target number of PSUs for the measurement period (FY24) (# shares) | Target grant date fair value of PSUs for the measurement period (FY24) ($) | Number of initially earned PSUs for the measurement period (FY24) (# shares) | | Daniel Shugar | 142,912 | 7,792,991 | 285,824 | | David Bennett | 63,516 | 3,463,527 | 127,032 | | Howard Wenger | 76,220 | 4,156,277 | 152,440 | | Bruce Ledesma | 50,813 | 2,770,833 | 101,626 | | Nicholas Miller | 38,110 | 2,078,138 | 76,220 |

  49. Performance stock unit awards – FY24

    The target value of the PSUs is based on the weighted average grant date value per share of $54.53.

  50. Restricted stock unit awards – FY24

    Restricted stock unit awards – FY24 RSUs granted to our NEOs in FY24 vest in three annual installments on the first three anniversaries of the vesting commencement date of April 1, 2024 (30%, 30% and 40%, respectively), generally subject to the NEO’s continuous service until such vesting date. Payouts are made in shares, such that the value of an RSU increases or decreases based on share price performance from the grant date, further aligning the interests of the executive with long-term stockholder value creation. Before an RSU vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents. The table below sets forth the number of RSUs granted to our NEOs in FY24:

  51. Restricted stock unit awards – FY24

    | Name | Number of RSUs (FY24) (# shares) | Grant Date Fair Value of RSUs (FY24) ($) | | Daniel Shugar | 142,912 | 5,783,649 | | David Bennett | 63,516 | 2,570,493 | | Howard Wenger | 76,220 | 3,084,623 | | Bruce Ledesma | 50,813 | 2,056,402 | | Nicholas Miller | 38,110 | 1,542,332 |

  52. Stock Option awards - FY24

    Stock Option awards - FY24 Stock option awards granted to our NEOs in FY24 cliff vest on the third anniversary of the grant date, generally subject to the NEO’s continuous service until such vesting date. The stock option awards are not intended to be part of the ongoing long-term incentive plan mix, but are an interim vehicle used to enhance holdings and retentions following the spin-off from Flex. The exercise price for the shares underlying such stock option awards is equal to the closing price of a share as of the grant date. Upon exercise of a stock option award, payouts will be made in shares. Before a stock 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. The table below sets forth the number of stock options granted to our NEOs in FY24:

  53. Stock Option awards - FY24

    | Name | Number of Stock Options (FY24) (# shares) | Grant Date Fair Value of Stock Options (FY24) ($) | | Daniel Shugar | 153,521 | 3,990,011 | | David Bennett | 68,231 | 1,773,324 | | Howard Wenger | 81,878 | 2,128,009 | | Bruce Ledesma | 54,585 | 1,418,664 | | Nicholas Miller | 40,939 | 1,064,005 |

  54. FY24 LTIP awards

    FY24 LTIP awards The following table summarizes the long-term equity awards granted under the LTIP to our NEOs in FY24:

  55. FY24 LTIP awards

    | Name | Performance-based PSUs (# shares) | Target grant date fair value of PSUs for the measurement period (FY24) ($) | Service-based RSUs (# shares) | Grant Date Fair Value of RSUs (FY24) ($)) | Stock Options (# shares) | Grant Date Fair Value of Stock Options (FY24) ($) | | Daniel Shugar | 142,912 | 7,792,991 | 142,912 | 5,783,649 | 153,521 | 3,990,011 | | David Bennett | 63,516 | 3,463,527 | 63,516 | 2,570,493 | 68,231 | 1,773,324 | | Howard Wenger | 76,220 | 4,156,277 | 76,220 | 3,084,623 | 81,878 | 2,128,009 | | Bruce Ledesma | 50,813 | 2,770,833 | 50,813 | 2,056,402 | 54,585 | 1,418,664 | | Nicholas Miller | 38,110 | 2,078,138 | 38,110 | 1,542,332 | 40,939 | 1,064,005 |

  56. Performance stock units – Previously Granted FY23 PSUs

    Performance stock units – Previously Granted FY23 PSUs In FY23, each of our NEOs, received a grant of FY23 PSUs which provided for three distinct measurement periods over a three-year performance period with (i) 30% of the total target PSUs relating to the first measurement period (April 1, 2022 – March 31, 2023), (ii) 30% of the total target PSUs relating to the second measurement period (April 1, 2023 – March 31, 2024), and (iii) 40% of the total target PSUs relating to the third measurement period (April 1, 2024 – March 31, 2025). In FY23, the Company achieved performance at 159.8% of target, and therefore the first tranche of the FY23 PSUs were earned at 159.8% of target. With respect to the second measurement period (i.e., FY24), (i) 50% of the performance criteria were based on the financial metrics of our annual STIP and (ii) 50% of the performance criteria relate to the percentile rank of our rTSR relative to the companies that generally comprise the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index) as of April 1, 2023. As a result, performance achievement of 100% applied with respect to the second measurement period relative to target performance.

  57. Performance stock units – Previously Granted FY23 PSUs

    | Measurement Period | Percent | Distribution of Metrics | Metric | Weight | Actual Performance | Actual Performance – gross achievement | | FY24 (4/1/2023 – 3/31/2024) | 50% | 50% | FY24 Revenue | 40% | 114% | 200% gross achievement | | | | | FY24 Adjusted EBITDA | 40% | 183% | | | | | | FY24 Adjusted Free Cash Flow | 20% | 301% | | | | 50% | 50% | rTSR | 100% | 100% | | | FY25 (4/1/2024 – 3/31/2025) | 50% | 50% | FY25 annual short-term incentive cash bonus | 100% | TBD | TBD | | | 50% | 50% | rTSR | 100% | TBD | TBD |

  58. Performance stock units – Previously Granted FY23 PSUs

    As described above, based on the attainment of the FY23 and FY24 PSUs with respect to the second measurement period (April 1, 2023 – March 31, 2024), the following FY23 and FY24 PSUs have been earned and are eligible to vest at the end of three-year performance period in 2025, subject to satisfaction of the service requirement described above and in addition to any remaining PSUs earned with respect to the Company’s performance in fiscal year 2025:

  59. Performance stock units – Previously Granted FY23 PSUs

    | Name | Target number of PSUs for the second measurement period (FY24) (# shares) | Number of earned PSUs for the second measurement period (FY24) (# shares) | | Daniel Shugar | 39,893 | 79,786 | | David Bennett | 11,607 | 23,214 | | Howard Wenger | 24,642 | 49,284 | | Bruce Ledesma | 24,642 | 49,284 | | Nicholas Miller | 13,214 | 26,428 |

  60. Termination and change of control arrangements

    Termination and change of control arrangements Our NEOs do not have employment agreements with us nor did Nextracker have any severance plan or program in place for our NEOs as of March 31, 2024. Prior to our spin-off from Flex, our NEOs participated in severance plans relevant to employees of Flex. However, our NEOs’ participation in the Flex severance plans ceased in January 2024 in connection with the completion of our spin-off from Flex. In FY24, we began the process of establishing a cash-based severance benefits program for our employees, including our NEOs. We expect this plan to be adopted and implemented in FY25. For information regarding the treatment of outstanding equity awards held by our NEOs in connection with a change in control and/or termination of employment, see page 71.

  61. Key Compensation and Governance Policies

    | Policy | Overview | Material Features | | Stock Ownership Guidelines | Promote stock ownership in Nextracker. More closely align the interests of our executive officers with those of our stockholders. | 5x base salary for CEO and President. 2x base salary for other Executive Officers. 5 years from executive officer designation to comply. Includes shares owned outright, excludes stock options and unvested PSUs. As of May 1, 2024, all continuing NEOs have reached ownership requirements or have remaining time to do so. | | Insider Trading and Trading Window Policy | Prohibit corporate insiders from taking advantage of material non-public information. | CEO and other NEOs are required to preclear any open market transactions with the General Counsel and are encouraged to use Rule 10b5-1 stock trading plans. Prohibits the purchase or sale of securities while in possession of material non-public information. |

  62. Equity Grant Practices

    Equity Grant Practices We have the following practices regarding equity compensation grants:

  63. Equity Grant Practices

    | • | The C&P Committee and/or our Board typically grant annual equity incentive awards to our NEOs during the first quarter of our fiscal year, at such time as the C&P Committee evaluates the compensation for its NEOs for the applicable fiscal year. |

  64. Equity Grant Practices

    | • | We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”) and have never had a practice of doing so. |

  65. Equity Grant Practices

    | • | We have never timed and do not plan to time the release of MNPI for the purpose of affecting the value of executive compensation. |

  66. Equity Grant Practices

    | • | Equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings. |

  67. Summary Compensation Table

    Summary Compensation Table

  68. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Daniel Shugar Chief Executive Officer | 2024 | 849,722 | | 13,576,640 | 3,990,011 | 2,294,250 | — | 14,967 | 20,725,590 | | | 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 Accounting Officer, former Chief Financial Officer | 2024 | 461,576 | — | 6,034,020 | 1,773,324 | 738,521 | — | 14,431 | 9,021,872 | | | 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 | 2024 | 497,189 | — | 7,240,900 | 2,128,009 | 795,503 | — | 1,836 | 10,663,437 | | | 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 | 2024 | 496,527 | — | 4,827,235 | 1,418,664 | 794,443 | — | 14,941 | 7,551,810 | | | 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 | 2024 | 391,596 | — | 3,620,450 | 1,064,005 | 509,074 | — | 9,531 | 5,594,656 | | | 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 |

  69. Summary Compensation Table

    | (1) Includes amounts contributed under the Flex 2010 Deferred Plan and relevant 401(k) plan accounts. |

  70. 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 (“FY22”). 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 |

  71. Summary Compensation Table

    compensation accounts for the applicable year, whether vested or unvested, as “All Other Compensation.” As a result of such change, the FY22 “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 FY22.

  72. Summary Compensation Table

    | (3) For FY24, share awards consist of RSUs and PSUs granted under the LTIP during such fiscal year. 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 FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The fair value of such PSUs was based on the probable outcome of the performance conditions estimated on the date of grant using a Monte Carlo simulation model. The grant date value of the PSUs granted to the NEOs in FY24, assuming the maximum level of performance conditions will be achieved, is $7,792,991 for Mr. Shugar, $3,463,527 for Mr. Bennett, $4,156,277 for Mr. Wenger, $2,770,833 for Mr. Ledesma and $2,078,138 for Mr. Miller. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the RSUs and PSUs, see Note 7 in the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. |

  73. Summary Compensation Table

    | (4) For FY24, stock option awards consist of stock options granted under the LTIP during such fiscal year. 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 FASB ASC Topic 718 and using Black-Scholes (excluding the effect of estimated forfeitures). For additional information regarding assumptions made in calculating the amounts reflected in this column in respect of the stock options, see Note 7 in the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Short-Term Incentive Plan” of this Proxy Statement. |

  74. Summary Compensation Table

    | (5) The amounts in this column represent incentive cash bonuses earned by our NEOs for the relevant year. For additional information, titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Short-term Incentive Plan” of this Proxy Statement. |

  75. Summary Compensation Table

    | (6) The amounts in this column represent the above-market earnings on the Flex 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 filed on February 6, 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 FY23 has been updated as follows to reflect the above-market earnings with respect to the deferred compensation accounts during FY23, regardless of whether such amounts were vested or unvested. For FY23, the amounts reported are $7,582 for Mr. Shugar and $2,399 for Mr. Wenger. No NEO received above market or preferential earnings from the Flex 2010 Deferred Plan in FY24. |

  76. Summary Compensation Table

    | (7) The following table provides a breakdown of compensation included in the “All Other Compensation” column for FY24: |

  77. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($) | Medical / Enhanced Long-Term Disability ($) | Total ($) | | Daniel Shugar | 13,200 | 1,767 | 14,967 | | David Bennett | 13,200 | 1,231 | 14,431 | | Howard Wenger | | 1,836 | 1,836 | | Bruce Ledesma | 13,200 | 1,741 | 14,941 | | Nicholas (Marco) Miller | 9,531 | — | 9,531 |

  78. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information about RSUs, PSUs and stock option awards granted to our NEOs under the LTIP. There were no grants of awards under the Flex 2017 Plan to our NEOs during FY24.

  79. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | 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) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Daniel Shugar | 6/21/2023 | — | — | — | 71,456 | 142,912 | 285,824 | — | — | — | 7,792,991 | | | 6/21/2023 | — | — | — | — | — | — | 142,912 | — | — | 5,783,649 | | | 6/21/2023 | — | — | — | — | — | — | — | 153,521 | 40.47 | 3,990,011 | | | 6/21/2023 | 345,000 | 1,150,000 | 2,300,000 | — | — | — | — | — | — | — | | David Bennett | 6/21/2023 | — | — | — | 31,758 | 63,516 | 127,032 | — | — | — | 3,463,527 | | | 6/21/2023 | — | — | — | — | — | — | 63,516 | — | — | 2,570,493 | | | 6/21/2023 | — | — | — | — | — | — | — | 68,231 | 40.47 | 1,773,324 | | | 6/21/2023 | 112,800 | 376,000 | 752,000 | — | — | — | — | — | — | — | | Howard Wenger | 6/21/2023 | — | — | — | 38,110 | 76,220 | 152,440 | — | — | — | 4,156,277 | | | 6/21/2023 | — | — | — | — | — | — | 76,220 | — | — | 3,084,623 | | | 6/21/2023 | — | — | — | — | — | — | — | 81,878 | 40.47 | 2,128,009 | | | 6/21/2023 | 121,200 | 404,000 | 808,000 | — | — | — | — | — | — | — | | Bruce Ledesma | 6/21/2023 | — | — | — | 25,407 | 50,813 | 101,626 | — | — | — | 2,770,833 | | | 6/21/2023 | — | — | — | — | — | — | 50,813 | — | — | 2,056,402 | | | 6/21/2023 | — | — | — | — | — | — | — | 54,585 | 40.47 | 1,418,664 | | | 6/21/2023 | 121,200 | 404,000 | 808,000 | — | — | — | — | — | — | — | | Nicholas (Marco) Miller | 6/21/2023 | — | — | — | 19,055 | 38,110 | 76,220 | — | — | — | 2,078,138 | | | 6/21/2023 | — | — | — | — | — | — | 38,110 | — | — | 1,542,312 | | | 6/21/2023 | — | — | — | — | — | — | — | 40,939 | 40.47 | 1,064,005 | | | 6/21/2023 | 78,000 | 260,000 | 520,000 | — | — | — | — | — | — | — |

  80. Grants of Plan-Based Awards in Fiscal Year 2024

    | (1) These amounts show the range of possible payouts under the cash incentive programs for FY24. 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 FY24 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 FY24 executive compensation—Short-Term Incentive Plan” of this Proxy Statement. |

  81. Grants of Plan-Based Awards in Fiscal Year 2024

    | (2) These amounts show the range of estimated future vesting of the PSU awards granted in FY24 under the LTIP. With respect to the PSUs granted in FY24, (i) 50% of the performance criteria are based on Nextracker’s achievement of a revenue goal FY24 and (ii) 50% of the performance criteria are based on Nextracker’s achievement of an adjusted EBITDA goal in FY24. In addition, the PSUs are subject to a three-year rTSR modifier based on the level of Nextracker’s total shareholder return performance against that of our executive compensation peer group, with 0.75x applied for rTSR achievement at the 25th percentile, 1.0x |

  82. Grants of Plan-Based Awards in Fiscal Year 2024

    applied for achievement at the 50th percentile and 1.5x applied for achievement at the 75th percentile (with linear interpolation applied). The financial metrics can each be earned between 0% and 200% of target and the rTSR modifier can adjust the payout levels under the financial component from 75% to 150% (for a maximum total payout of 300% of target). For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement.

  83. Grants of Plan-Based Awards in Fiscal Year 2024

    | (3) This column shows the number of service-based RSU awards granted in FY24 under the LTIP. For each NEO, the RSUs vest in three annual installments at the rate of 30%, 30% and 40%, respectively, provided that the NEO continues to remain employed on the applicable vesting date. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  84. Grants of Plan-Based Awards in Fiscal Year 2024

    | (4) This column shows the number of stock option shares granted pursuant to stock option awards in FY24 under the LTIP. For each NEO, the stock option cliff vests after three years, 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 FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  85. Grants of Plan-Based Awards in Fiscal Year 2024

    | (5) This column shows the grant date fair value of RSU, PSU and stock option awards under the LTIP under FASB ASC Topic 718 granted to our NEOs in FY24. The grant date fair value is the amount that will be expensed in Nextracker’s financial statements over the awards’ vesting schedule. For RSUs, 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 PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the RSU, PSU and stock option awards, see Note 7 in the notes to our consolidated financial statements, “Stock-based compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. |

  86. Outstanding Equity Awards at 2024 Fiscal Year-end

    Outstanding Equity Awards at 2024 Fiscal Year-end The following table presents information regarding the outstanding equity awards held by our NEOs under the LTIP as of March 31, 2024. The market value of the share awards is based on the closing price of Nextracker’s Class A Common Stock as of March 28, 2024, which was $56.27. For additional information on our equity incentive programs, see the section titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement. With respect to PSU awards described 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, 2024. In connection with the closing of Flex’s spin-off distribution of all of its remaining interests in Nextracker to Flex stockholders on January 2, 2024, Flex RSUs held by our NEOs were converted into outstanding equity awards denominated in Nextracker Class A Common Stock. Therefore, the table below includes RSU awards previously granted by Flex to the NEOs, now denominated in Nextracker Class A Common Stock, as indicated below.

  87. Outstanding Equity Awards at 2024 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 | — | — | — | — | | | — | — | 153,521(2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | — | — | — | 93,083(3) | 5,237,837 | — | — | | | — | — | — | — | — | 142,912(4) | 8,041,658 | — | — | | | — | — | — | — | — | 7,314(5) | 411,559 | — | — | | | | | | | | 63,750(6) | 3,587,213 | 132,976(7) | 7,482,560 | | | | | | | | | | 142,912(8) | 8,041,658 | | David Bennett | | | 119,048(1) | 21 | 3/15/2027 | — | — | — | — | | | | | 68,231(2) | 40.47 | 6/21/2033 | — | — | — | — | | | | | — | | — | 27,083(3) | 1,523,960 | — | — | | | | | — | | — | 63,516(4) | 3,574,045 | — | — | | | | | — | | — | 5,544(9) | 311,961 | — | — | | | | | | | | 18,548(6) | 1,043,696 | 38,690(7) | 2,177,086 | | | | | | | | | | 63,516(8) | 3,574,045 |

  88. Outstanding Equity Awards at 2024 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 | | | | | | | | | 81,878(2) | 40.47 | 6/21/2033 | | | | | | | | | | | | 57,501(3) | 3,235,581 | | | | | | | | | | 76,220(4) | 4,288,899 | | | | | | | | | | 39,380(6) | 2,215,913 | 82,143(7) | 4,622,187 | | | | | | | | | | 76,220(8) | 4,288,899 | | Bruce Ledesma | | | 247,619(1) | 21 | 3/15/2027 | | | | | | | | | 54,585(2) | 40.47 | 6/21/2033 | | | | | | | | | | | | 57,501(3) | 3,235,581 | | | | | | | | | | 50,813(4) | 2,859,248 | | | | | — | — | — | — | — | 5,985(5) | 336,776 | — | — | | | | | | | | 39,380(6) | 2,215,913 | 82,143(7) | 4,622,187 | | | | | | | | | | 50,813(8) | 2,859,248 | | Nicholas (Marco) Miller | | | 132,381(1) | 21 | 3/15/2027 | | | | | | | | | 40,939(2) | 40.47 | 6/21/2033 | | | | | | | | | | | | 30,834(3) | 1,735,029 | | | | | | | | | | 38,110(4) | 2,144,450 | | | | | — | — | — | — | — | 1,929(5) | 108,555 | — | — | | | | | | | | 21,117(6) | 1,188,253 | 44,048(7) | 2,478,581 | | | | | | | | | | 38,110(8) | 2,144,450 |

  89. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (1) Represents stock options granted on April 6, 2022. The stock options 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. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (2) Represents stock options granted on June 21, 2023. The stock options cliff-vest on June 21, 2026, subject to the NEO’s continued service through the relevant vesting date. |

  91. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (3) Represents service-based RSUs granted on April 6, 2022. The RSUs vested 50% on April 1, 2024 and the remaining 50% will vest on April 1, 2025, subject to the NEO’s continued service through the relevant vesting date. |

  92. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (4) Represents service-based RSUs granted on June 21, 2023. The RSUs vest 30% on June 21, 2024, 30% on June 21, 2025, and 40% on June 21, 2026, subject to the NEO’s continued service through the relevant vesting date. |

  93. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (5) Represents service-based RSUs that converted from Flex upon the closing of the spin-off from Flex. The RSUs vest on June 30, 2024, subject to the NEO’s continued service through the relevant vesting date. |

  94. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (6) Represents RSUs which have been earned with respect to outstanding PSUs granted on April 6, 2022. These PSUs were earned based on the level of achievement of the performance metrics applicable to the PSUs as follows: (i) for the first tranche, based on a performance period from April 1, 2022 to March 31, 2023 at a level of 159.8% of target and (ii) for the second tranche, based on a performance period from April 1, 2023 to March 31, 2024 at a level of 200% of target. These |

  95. Outstanding Equity Awards at 2024 Fiscal Year-end

    PSUs will vest on March 31, 2025 based on continued service through such date. For additional information regarding the vesting of the PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—setting process and FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement.

  96. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (7) Represents RSUs which have been earned with respect to outstanding PSUs granted on April 6, 2022. These PSUs were earned based on the level of achievement of the performance metrics applicable to the PSUs as follows: (i) for the first tranche, based on a performance period from April 1, 2022 to March 31, 2023 at a level of 159.8% of target and (ii) for the second tranche, based on a performance period from April 1, 2023 to March 31, 2024 at a level of 200% of target. These PSUs will vest on March 31, 2025 based on continued service through such date. For additional information regarding the vesting of the PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—setting process and FY24 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. |

  97. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (8) Represents PSUs granted on June 21, 2023. PSUs are subject to achievement of financial performance criteria for the measurement period from April 1, 2023 to March 31, 2024. Following the end of FY24, the C&P Committee certified the financial performance metrics for the PSUs at 200%. These PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% to 150%. The amounts in the table above are reflected at target. For additional information regarding the vesting of the PSUs, see the section titled “Compensation Discussion and Analysis—Compensation-setting process and FY24 executive compensation—Long-term incentive compensation” of this Proxy Statement. |

  98. Outstanding Equity Awards at 2024 Fiscal Year-end

    | (9) Represents service-based RSUs that converted from Flex upon the closing of the spin-off from Flex. The RSUs vested on June 9, 2024. |

  99. Pension Benefits in Fiscal Year 2024

    Pension Benefits in Fiscal Year 2024 Our NEOs do not receive any compensation in the form of pension benefits.

  100. Nonqualified Deferred Compensation in Fiscal Year 2024

    Nonqualified Deferred Compensation in Fiscal Year 2024 During FY24, none of our NEOs contributed to a deferred compensation plan.

  101. 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 FY24, our NEOs were eligible for certain termination and change of control benefits in relation to their outstanding equity awards under the LTIP, as described below. Acceleration of vesting of equity awards—LTIP. The number of unvested equity awards under the LTIP held by each NEO as of March 31, 2024 is listed above in the Outstanding Equity Awards at 2024 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.

  102. Potential Payments Upon Termination or Change of Control

    | • | Treatment of certain awards upon retirement, involuntary termination of employment or voluntary resignation. |

  103. Potential Payments Upon Termination or Change of Control

    | ○ | FY23 and FY24 Awards: 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, and involuntary termination of employment or a voluntary resignation. |

  104. Potential Payments Upon Termination or Change of Control

    | ○ | Legacy Flex Awards: Certain NEOs also hold RSU awards that were converted from previously held RSU awards in Flex. Upon a retirement, such RSU awards will continue to vest on their existing vesting schedule. As of March 31, 2024, two were eligible for retirement treatment. |

  105. Potential Payments Upon Termination or Change of Control

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

  106. Potential Payments Upon Termination or Change of Control

    | ○ | FY23 Awards: For RSUs, PSUs and stock options granted in FY23, if an NEO experiences a termination of service due to death or disability, then a prorated portion of such RSUs, PSUs or stock options will vest, with such proration determined based on the portion of the vesting period during which the Participant was employed prior to such termination of employment. The prorated portion of the stock options will vest and be settled on the last day of the measurement performance period, subject to Nextracker’s achievement of the applicable performance metrics (or, if applicable, upon a Change of Control as described below). For PSUs, if a measurement period has commenced and is completed at the time of the termination of service due to death or disability, then the PSUs 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 PSUs 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). |

  107. Potential Payments Upon Termination or Change of Control

    | ○ | FY24 Awards: With respect to RSUs, PSUs and stock options granted in FY24, if an NEO experiences a termination of service due to death or disability, then a prorated portion of such RSUs, PSUs or stock options will vest, with such proration determined based on the portion of the vesting period (in each case, three years) during which the Participant was employed prior to such termination of employment. The prorated portion of the PSUs will vest and be settled on the last day of the measurement performance period, subject to Nextracker’s achievement of the applicable performance metrics. |

  108. Potential Payments Upon Termination or Change of Control

    | ○ | Legacy Flex Awards: Certain NEOs also hold RSU awards that were converted from previously held RSU awards in Flex. Upon a termination of employment due to death or disability, such RSU awards will immediately vest in full. |

  109. Potential Payments Upon Termination or Change of Control

    | • | Accelerated vesting in connection with a change of control. |

  110. Potential Payments Upon Termination or Change of Control

    | ○ | FY23 and FY24 Awards: Under the terms of the 2022 Plan, in the event of a Change of Control (as defined in the 2022 Plan), if a participant’s RSUs, PSUs or stock options are not converted, assumed or replaced by a comparable award by a successor or survivor corporation, or a parent or subsidiary thereof, such awards outstanding at the time of the Change of Control will automatically vest and, if applicable, become fully exercisable immediately prior to the Change of Control and thereafter will automatically terminate or cease to be outstanding. In addition, upon a Change of Control, stock options granted in FY23 would vest on a Change of Control if (i) the participant continued to provide services through the date of the Change of Control, (ii) the implied value of a common unit underlying the stock option exceeded 150% of the exercise price and (iii) the stock option had not otherwise vested, then the stock options will vest in full. |

  111. Potential Payments Upon Termination or Change of Control

    | ○ | Legacy Flex Awards: The Flex 2017 Plan includes “double trigger” acceleration, meaning that unvested Legacy Flex RSU awards vest immediately only if (i) there is a change of control and (ii)(x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) if provided by the 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. Unless otherwise provided in the applicable award agreement or other agreement, in the event of a change of control 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. |

  112. Potential Payments Upon Termination or Change of Control

    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). 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, 2024, the last business day of Nextracker’s FY24, and are based on the closing price per share of Nextracker’s Class A Common Stock on March 28, 2024, the last business day prior to March 31, 2024, which was $56.27. All unearned performance awards are reflected at the target level of performance. 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, 2024, the last business day of Nextracker’s 2024 fiscal year, and are based on the closing price per share of Nextracker’s Class A Common Stock on March 28, 2024, the last business day prior March 31, 2024, which was $56.27.

  113. 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 | 8,638,627 | 16,483,231 | — | — | 9,927,565 | | Vesting of RSUs | 411,559 | 13,691,054 | — | — | 5,548,503 | | Vesting of PSUs | — | 15,524,218 | — | — | 7,033,412 | | Total | 9,050,185 | 45,698,502 | — | — | 22,509,481 | | David Bennett | | | | | | | Vesting of Stock Options | 3,839,358 | 5,276,873 | — | — | 3,056,821 | | Vesting of RSUs | 311,961 | 5,409,967 | — | — | 1,934,169 | | Vesting of PSUs | — | 5,751,132 | — | — | 2,366,210 | | Total | 4,151,319 | 16,437,971 | — | — | 7,357,200 | | Howard Wenger | | | | | | | Vesting of Stock Options | 4,607,275 | 10,027,194 | — | — | 6,112,404 | | Vesting of RSUs | — | 7,524,481 | — | — | 3,251,618 | | Vesting of PSUs | — | 8,911,086 | — | — | 4,168,876 | | Total | 4,607,275 | 26,462,761 | — | — | 13,532,898 | | Bruce Ledesma | | | | | | | Vesting of Stock Options | 3,071,498 | 9,595,965 | — | — | 6,000,666 | | Vesting of RSUs | 336,776 | 6,431,605 | — | — | 2,881,137 | | Vesting of PSUs | — | 7,481,434 | — | — | 3,798,394 | | Total | 3,408,274 | 23,509,004 | — | — | 12,680,196 | | Nicholas (Marco) Miller | | | | | | | Vesting of Stock Options | 2,303,638 | 5,315,914 | — | — | 3,256,165 | | Vesting of RSUs | 108,545 | 3,988,024 | — | — | 1,703,349 | | Vesting of PSUs | — | 4,623,031 | — | — | 2,195,205 | | Total | 2,412,182 | 13,926,968 | — | — | 7,154,719 |

  114. 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. |

  115. Potential Payments Upon Termination or Change of Control

    Stock Performance Graph Our Class A Common Stock is listed on Nasdaq under the symbol “NXT”. The transfer agent and registrar for shares of our Class A Common Stock is Computershare Trust Company, N.A. The stock performance graph below shows our cumulative return for the period from the completion of our initial public offering on April 1, 2023 until March 31, 2024, as compared to the Nasdaq Composite Index and the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index). The performance chart assumes (1) $100 was invested at the opening price on April 1, 2023 in shares of Nextracker Inc. Class A Common Stock, along with $100 in each of the Nasdaq Composite Index and the MAC Global Solar Energy Stock Index and (2) all dividends are reinvested. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. 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 CAP to such individuals, as defined under SEC rules, for FY24 and FY23. The table also provides information on our cumulative TSR, the cumulative TSR of our Peer Group, Net Income and Revenue.

  116. Potential Payments Upon Termination or Change of Control

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (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) ($) (e) | Total Stockholder Return(3) ($) (f) | Peer Group Total Stockholder Return(4) ($) (g) | Net Income(5) ($) (h) | Revenue(6)(7) ($) (i) | | FY2024 | 20,725,590 | 22,608,078 | 8,207,944 | 9,103,237 | 185 | 97 | 496,215,000 | 2,499,841,000 | | FY2023 | 9,178,856 | 12,042,936 | 4,592,852 | 5,630,395 | 119 | 99 | 121,333,000 | 1,902,137,000 |

  117. Potential Payments Upon Termination or Change of Control

    | (1) Compensation for our PEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years. Our PEO in FY24 and FY23 was Daniel Shugar. Our non-PEO NEOs in FY24 and FY23 included the following: David Bennett, Howard Wenger, Bruce Ledesma and Nicholas (Marco) Miller. |

  118. Potential Payments Upon Termination or Change of Control

    | (2) CAP for the PEO and average CAP for our non-PEO NEOs in FY24 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 granted to our NEOs in FY24 and Flex equity awards granted to our NEOs in years prior to our IPO in FY23. For information regarding the decisions made by our C&P Committee regarding the PEO’s and our other NEOs’ compensation for FY23 following our IPO, see “Compensation Discussion & Analysis” beginning on page 46. |

  119. Potential Payments Upon Termination or Change of Control

    | | PEO FY24 ($) | Non-PEOs FY24 ($) | PEO FY23 ($) | Non-PEOs FY23 ($) | | Summary Compensation Table Total | 20,725,590 | 8,207,944 | 9,178,856 | 4,592,852 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (17,566,651) | (7,026,652) | (8,285,829) | (3,857,924) | | Plus Fair Value for Awards Granted in the Covered Year | 17,566,651 | 7,026,652 | 10,394,829 | 4,837,374 | | Change in Fair Value of Outstanding Unvested Flex Awards from Prior Years | (1,847) | (849) | 844,098 | 311,080 | | Change in Fair Value of Flex Awards from Prior Years that Vested in the Covered Year | 1,884,334 | 896,143 | (89,018) | (252,987) | | Less Fair Value of Awards Forfeited during the Covered Year | 0 | 0 | 0 | 0 | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | 0 | 0 | 0 | 0 | | Compensation Actually Paid | 22,608,078 | 9,103,237 | 12,042,936 | 5,630,395 |

  120. Potential Payments Upon Termination or Change of Control

    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.

  121. Potential Payments Upon Termination or Change of Control

    | (3) TSR is cumulative for the measurement periods beginning on the effective date of our IPO on February 9, 2023 and ending on each of March 31, 2023 and March 31, 2024, 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”. |

  122. Potential Payments Upon Termination or Change of Control

    | (4) Data Source: S&P Capital IQ. Upon the spin-off from Flex, a thorough review of the benchmarking Peer Group was conducted in FY24. Based on that review, our Peer Group was updated to include the following companies: Array Technologies, Inc.; Dropbox, Inc.; EnerSys; Enphase Energy, Inc.; F5, Inc.; First Solar, Inc.; Fluence Energy, Inc.; Juniper Networks, Inc.; Keysight Technologies, Inc.; National Instruments Corporation; NetApp, Inc.; Okta, Inc.; Pure Storage, Inc.; Resideo Technologies, Inc.; Skyworks Solutions, Inc.; SolarEdge Technologies, Inc.; Sunnova Energy International Inc.; SunPower Corporation; Sunrun Inc. and Trimble Inc. |

  123. Potential Payments Upon Termination or Change of Control

    If no changes were made to the historical compensation benchmarking consisting of the following companies: Advanced Energy Industries, Inc.; Arcosa, Inc.; Array Technologies, Inc.; EnerSys; First Solar, Inc.; Generac Holdings Inc.; Gibraltar Industries, Inc.; Itron, Inc.; Littelfuse, Inc.; MKS Instruments, Inc.; Shoals Technologies Group, Inc.; SolarEdge Technologies, Inc.; SunPower Corporation; Sunrun Inc.; and Wolfspeed, Inc., the value of a $100 investment made on 2/9/2023 would be as follows:

  124. Potential Payments Upon Termination or Change of Control

    | Year End | Nextracker ($) | Historical Compensation Peer Group ($) | | 2024 | 185 | 81 | | 2023 | 119 | 102 |

  125. Potential Payments Upon Termination or Change of Control

    | (5) 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 years ended March 31, 2023 and March 31, 2024, respectively. |

  126. Potential Payments Upon Termination or Change of Control

    | (6) 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. For more information on the financial performance metrics that are listed below and how they are utilized in our compensation program, please see “Compensation Discussion and Analysis”. |

  127. Potential Payments Upon Termination or Change of Control

    | Performance Measures | | Revenue* | | Adjusted EBITDA* | | Adjusted free cash flow* |

  128. Potential Payments Upon Termination or Change of Control

    | * “Adjusted EBITDA” and “adjusted free cash flow” are non-GAAP metrics. See Appendix A of this Proxy Statement for definitions of adjusted EBITDA (with respect to the adjusted EBITDA 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. |

  129. Potential Payments Upon Termination or Change of Control

    From the above list of performance measures, we view Revenue as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for FY24. Revenue is a key component of the Company’s short- and long-term incentive programs, and is a performance measure over which our NEOs can have significant impact. In addition, Revenue is directly linked to the Company’s long-term strategic growth plan and performance that drive stockholder value and is highly correlated with fluctuations in our stock price. As for the other performance measures listed in the table above, adjusted EBITDA and adjusted free cash flow are equally weighted metrics in our long-term performance-based incentive compensation program for FY24, which was a key component of our NEOs’ pay in FY24.

  130. Potential Payments Upon Termination or Change of Control

    | (7) 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. |

  131. 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 CAP 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 CAP to our NEOs for FY23 to the Company’s performance. For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in FY24, see “Compensation Discussion and Analysis”.

  132. Compensation Actually Paid Versus TSR Versus Peer Group TSR

    Compensation Actually Paid Versus TSR Versus Peer Group TSR The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our cumulative TSR and the cumulative TSR of our peer group over the covered fiscal years. For additional details regarding how TSR was utilized under our FY24 LTIP to link pay with performance, please refer to the Performance stock unit awards – FY24 description starting on page 55.

  133. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Net Income over the covered fiscal years.

  134. Compensation Actually Paid Versus Revenue

    Compensation Actually Paid Versus Revenue The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Revenue over the covered fiscal years. For additional details regarding how Revenue was utilized under our FY24 compensation program to link pay with performance, please refer to the “Short-term Incentive Plan” description starting on page 53 and to the “Long-term incentive compensation” description on page 55. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K (collectively, the “Pay Ratio Rule”), we are providing information about the relationship of the total annual compensation of Mr. Shugar, our 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 March 31, 2024, our last completed fiscal year:

  135. Compensation Actually Paid Versus Revenue

    | • | We have estimated that the total annual compensation of our median employee (other than our CEO) was $62,379; and |

  136. Compensation Actually Paid Versus Revenue

    | • | The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $20,725,590. |

  137. Compensation Actually Paid Versus Revenue

    Based on this information, for FY24, the ratio of the total annual compensation for Mr. Shugar, our CEO, to the total annual compensation of our median employee was 332 to 1.

  138. Director Summary Compensation in FY24

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Julie Blunden | 22,500 | 107,261 | — | 129,761 | | Charles Boynton | 107,500 | 79,223 | — | 186,723 | | Brandi Thomas | 78,661 | 211,233 | — | 289,894 | | Willy Shih | 106,250 | 150,000 | — | 256,250 | | William (Bill) Watkins | 130,000 | 200,000 | — | 330,000 |

  139. Director Summary Compensation in FY24

    | (1) Mr. Boynton served as a member of our Board of Directors through March 15, 2024 and his RSU awards were prorated based on his service through that date. Ms. Blunden joined our Board of Directors on January 2, 2024. Mr. Guldner joined our Board in June 2024 and did not receive any director compensation during FY24. |

  140. Director Summary Compensation in FY24

    | (2) This column represents the amount of cash compensation earned in FY24 for service on our Board and committee service. Such amounts were prorated for each of Ms. Blunden and Ms. Thomas based on her respective start date. Ms. Thomas was appointed chairperson of the Audit Committee on March 15, 2024 and received a prorated portion of cash fees for such service. |

  141. Director Summary Compensation in FY24

    | (3) This column represents the grant date fair value of RSU awards granted in FY24 in accordance with FASB ASC Topic 718. The grant date fair value of RSU awards reflects the grant date fair value as determined on the date of grant, the grant date of such awards, 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 the RSU awards, see Note 7 in the notes to our consolidated financial statements, “Stock-based compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. As of March 31, 2024, the number of non-employee director unvested RSUs held by each of Messrs. Boynton, Shih and Watkins and Mmes. Blunden and Thomas was 1,876, 3,551, 4,734, 2,289 and 3,551, respectively. |

  142. Director Summary Compensation in FY24

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to us regarding the beneficial ownership of our Class A common stock and Class B common stock as of June 1, 2024 by:

  143. Director Summary Compensation in FY24

    | • | each person or group who is known by us to beneficially own 5% or more of our outstanding shares of our Class A common stock or our Class B common stock (including any securities convertible or exchangeable within 60 days into Class A common stock or Class B common stock, as applicable); |

  144. Director Summary Compensation in FY24

    | • | each of our current NEOs and directors individually; and |

  145. Director Summary Compensation in FY24

    | • | all of our current executive officers and directors as a group. |

  146. Director Summary Compensation in FY24

    We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power as well as any shares that the person or entity has the right to acquire within 60 days of June 1, 2024, through the exercise or vesting of any option, warrant or other right. In computing the percentage beneficial ownership of a person, Class A common stock not outstanding and subject to options, warrants or other rights held by that person that are currently exercisable or vesting or exercisable or vesting within 60 days of June 1, 2024 are deemed outstanding for purposes of calculating the percentage ownership of that person, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person or entity named in the table below has sole voting and investment power with respect to all shares of Class A common stock or Class B common stock that he, she or it beneficially owns, subject to applicable community property laws.

  147. Director Summary Compensation in FY24

    | | Class A common stock beneficially owned (on a fully exchanged and converted basis)(1) | | Class B common stock beneficially owned(1) | | Percent of Total Voting Power | | Name and address of beneficial owner | Number | Percentage | Number | Percentage | | | Five Percent Holders | | | | | | | FMR LLC(2) | 15,897,777 | 10.95% | — | —% | 10.95% | | Vanguard(3) | 12,171,594 | 8.39% | — | —% | 8.39% | | BlackRock Institutional Trust Company(4) | 9,908,409 | 6.83% | — | —% | 6.83% | | PrimeCap Management Company(5) | 8,217,513 | 5.66% | — | —% | 5.66% | | Directors and Named Executive Officers | | | | | | | Daniel Shugar(6) | 174,128 | *% | — | —% | *% | | Howard Wenger(7) | 46,404 | *% | — | —% | *% | | Willy Shih(8) | 42,541 | *% | — | —% | —% | | Nicholas (Marco) Miller(9) | 35,947 | *% | — | —% | *% | | David Bennett(10) | 35,506 | *% | — | —% | *% | | Bruce Ledesma(11) | 32,631 | *% | — | —% | *% | | William Watkins(12) | 22,427 | *% | — | —% | *% | | Charles Boynton(13) | 3,571 | *% | — | —% | *% | | Brandi Thomas(8) | 1,621 | *% | — | —% | *% | | Julie Blunden(14) | — | —% | — | —% | —% | | Jonathan Coslet | — | —% | — | —% | —% | | Jeffrey Guldner(15) | — | —% | — | —% | —% | | Steven Mandel | — | —% | — | —% | —% | | All directors and executive officers as a group (14 persons) | 394,776 | *% | — | —% | *% |

  148. Director Summary Compensation in FY24

    | * Indicates beneficial ownership of less than 1% of the outstanding shares of our Class A common stock. |

  149. Director Summary Compensation in FY24

    | (1) Our Class B common stock does not have any of the economic rights (including rights to dividends and distributions upon liquidation) associated with our Class A common stock. Each LLC Common Unit (as defined below) and share of Class B common stock is exchangeable into a share of Class A common stock. |

  150. Director Summary Compensation in FY24

    | (2) Based on information reported by FMR LLC on Schedule 13G filed with the SEC on March 11, 2024. Of the shares of Class A common stock beneficially owned, FMR LLC reported that, as of February 29, 2024, it has sole dispositive power with respect to all of the shares and sole voting power with respect to 15,897,777 shares. Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC, and members of the Johnson family, through their ownership of voting common shares and the execution of a shareholders’ voting agreement with respect to FMR LLC, may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. FMR LLC listed its address as 245 Summer Street, Boston, MA 02210. |

  151. Director Summary Compensation in FY24

    | (3) Based on information reported by The Vanguard Group on Schedule 13F-HR filed with the SEC in April 2024. |

  152. Director Summary Compensation in FY24

    | (4) Based on information reported by BlackRock Institutional Trust Company, N.A. on Schedule 13F-HR filed with the SEC on May 10, 2024. |

  153. Director Summary Compensation in FY24

    | (5) Based on information reported by PrimeCap Management Company on Schedule 13F-HR filed with the SEC on May 14, 2024. |

  154. Director Summary Compensation in FY24

    | (6) Consists of (i) 50,188 shares of Class A common stock underlying RSUs held by Mr. Shugar that are releasable within 60 days of June 1, 2024; and (ii) 123,940 shares of Class A common stock held of record by Mr. Shugar and his wife, as trustees of the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007. Mr. Shugar has shared voting power and shared dispositive power with respect to the shares held of record by Mr. Shugar and his wife, as trustees of the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007. |

  155. Director Summary Compensation in FY24

    | (7) Consists of 22,866 shares of Class A common stock underlying RSUs held by Mr. Wenger that are releasable within 60 days of June 1, 2024. |

  156. Director Summary Compensation in FY24

    | (8) Does not include 3,551 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. |

  157. Director Summary Compensation in FY24

    | (9) Consists of 13,362 shares of Class A common stock underlying RSUs held by Mr. Miller that are releasable within 60 days of June 1, 2024. |

  158. Director Summary Compensation in FY24

    | (10) Consists of 19,054 shares of Class A common stock underlying RSUs held by Mr. Bennett that are releasable within 60 days of June 1, 2024. |

  159. Director Summary Compensation in FY24

    | (11) Consists of 21,229 shares of Class A common stock underlying RSUs held by Mr. Ledesma that are releasable within 60 days of June 1, 2024. |

  160. Director Summary Compensation in FY24

    | (12) Does not include 4,734 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. |

  161. Director Summary Compensation in FY24

    | (13) Does not include 1,887 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. |

  162. Director Summary Compensation in FY24

    | (14) Does not include 2,289 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. |

  163. Director Summary Compensation in FY24

    | (15) Does not include 446 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. |

  164. 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.