DEF 14A of Shoals Technologies Group, Inc., Mar 20, 2025

DEF 14A of Shoals Technologies Group, Inc.

Filed Mar 20, 2025 · FY20240001140361-25-009574

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as Class I members of the Board at the Annual Meeting.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Name | Class | Age* | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Ty Daul | I | 57 | Director | 2021 | 2025 | 2026 | | Toni Volpe | I | 52 | Director | 2021 | 2025 | 2026 | | Niharika Taskar Ramdev | I | 55 | Director | 2024 | 2025 | 2026 |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | * Ages as of March 6, 2025. |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    Each nominee has consented to be named in this proxy statement, has agreed to serve if elected, and was recommended for election by the Nominating and Corporate Governance Committee for consideration by the Board and our shareholders. On August 7, 2024, after a search conducted with the assistance of a third-party search firm, and with the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Niharika Taskar Ramdev as a director based on Ms. Ramdev’s skills, qualifications and experiences. Ms. Ramdev is a Class I director and is a nominee recommended for election at the Annual Meeting. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. Director Nominees to Serve for a One-Year Term Expiring at the 2026 Annual Meeting. Ty Daul. Mr. Daul began serving on our Board in March 2021. Since 2024, Mr. Daul has served as a member of the Board of Directors of LandBridge Company, LLC (NYSE: LB), a large land holdings company providing resources to the energy and datacenter industries, where he also serves as a member of the audit committee. Since May 2020, Mr. Daul has been Chief Executive Officer and a member of the Board of Directors of Primergy Solar, a developer, owner and operator of both distributed and utility scale solar PV and energy storage projects across North America. Prior to Primergy, from March 2017 to May 2020, Mr. Daul served as Vice President of Canadian Solar’s energy project development business throughout North and South America, and was President of Recurrent Energy Group, a wholly owned subsidiary of Canadian Solar that functions as the company’s U.S. project development arm. Prior to Canadian Solar, Mr. Daul served as Senior Vice President, Americas Power Plants of SunPower Corporation from May 2015 to March 2017. In addition, Mr. Daul served on the Board of 8point3 Energy Partners LP, the publicly traded yieldco formed by SunPower Corporation and First Solar, Inc., from June 2015 to March 2017. Prior to joining SunPower, he co-founded Element Power in 2009 and oversaw the company’s wind and solar businesses in the Americas for five years. Mr. Daul has more than three decades of experience in the power generation industry, Mr. Daul has been integrally involved in more than 12 GW of operating wind, solar and battery energy storage projects representing well over $13 billion of total investment. Mr. Daul’s energy industry experience also includes seven years at Iberdrola Renewables, Inc. (f/k/a PPM Energy Inc.), Entergy Corp. and Newport Generation Ventures, LLC. He is currently on the Board of Directors of the Solar Energy Industries Association, as well as Infinigen Renewables, a Puerto Rico based clean energy IPP. Mr. Daul also served on the Wind Solar Alliance Board for more than seven years. He earned a B.S. in mechanical engineering from the University of Washington and an MBA from Texas A&M University. The Board believes Mr. Daul’s expertise in the energy industry and his experience as a seasoned leader with an ability to execute complex transactions across diverse technologies and teams qualifies him to serve as a director of our Board. Toni Volpe. Mr. Volpe began serving on our Board in March 2021. Mr. Volpe has been the CEO of Nadara Ltd., a global leader in the development, construction and asset management of renewable energy plants with over 4 GW of solar and wind assets in operations, a pipeline of projects of 18 GW, and is present in nine European countries and the U.S., since January 2024, a role he assumed after the merger of Ventient Energy and Renantis S.p.A., where he had been CEO since March 2016. Prior to Nadara, Mr. Volpe served in various senior leadership positions at Enel, leading as CEO of the North American business of Enel Green Power (EGP) and contributing to its portfolio diversification in geothermal, solar, mini-hydro, wind, and biomass. Mr. Volpe also served as CEO of Enel Romania, a regulated electricity distribution business that covers one third of the country. Mr. Volpe graduated magna cum laude in Management, Economics and Industrial Engineering, at Polytechnic of Milan and obtained his MBA from Columbia Business School. The Board believes Mr. Volpe’s broad experience in the energy industry, and his expertise as a board member and senior executive in the industry for 20 years, qualifies him to serve as a director of our Board. Niharika Taskar Ramdev. Ms. Ramdev began serving on our Board in 2024. Since November 2022, Ms. Ramdev has served as a member of the Board of Directors, the chair of the audit committee, and as a member of the compensation and nominating committees of Silgan Holdings Inc. (NYSE: SLGN). From June 2022 to April 2024, Ms. Ramdev served as a member of the Board of Directors, and a member of the audit and finance committees of, Kaman Corporation (NYSE: KAMN). From August 2021 to September 2023, Ms. Ramdev served as a member of the Board of Directors, and a member of the audit committee of, Triton International Limited (NYSE: TRTN). From November 2021 to June 2022, Ms. Ramdev served as a member of the Board of Directors, and a member of the risk committee of, Renewable Energy Group (Nasdaq: REGI), where she also served as a member of the audit committee from May 2022 – June 2022. From December 2020 to May 2022, Ms. Ramdev served as a member of the Board of Directors, the chair of the audit committee, and a member of the compensation committee of XL Fleet (NYSE: XL) (n/k/a Spruce Power Holdings Corporation). Prior to Ms. Ramdev’s extensive board service, Ms. Ramdev held senior leadership roles at General Motors, where she most recently served as CFO, Global Cadillac, from 2018-2019. Ms. Ramdev holds a Bachelor of Commerce degree in Financial Accounting from University of Bombay (Mumbai), and a Master’s degree in Business Administration from Harvard Business School. The Board believes Ms. Ramdev’s experience in finance, risk management, supply chain and international operations qualifies her to serve as a director of our Board.

  5. Continuing Directors

    Continuing Directors Class II Directors (terms expiring in 2026) Jeannette Mills. Ms. Mills began serving on our Board in August 2022. Ms. Mills is a senior operations executive with more than 30 years of commercial and regulatory experience in the energy and utilities sectors, as well as the consumer services sector. Ms. Mills’s career reflects a demonstrated track record of delivering solid achievements in business operations, risk management, strategy development, and financial management. Since August 2024, Ms. Mills has been Executive Vice President and Chief Administrative Officer at Tennessee Valley Authority (“TVA”), a federally owned electric utility, where she is responsible for leading the organizations that support all of TVA, including Technology and Innovation, Supply Chain, Safety and Health, Facilities, Security and Resiliency, and Aviation Services. As a member of TVA’s enterprise leadership team, Ms. Mills is instrumental in supporting TVA’s employees and the work they do to power TVA’s mission and the millions of customers they serve. From February 2020 to August 2024, Ms. Mills served as Executive Vice President and Chief External Relations Officer at TVA. Prior to joining TVA, from March 2017 to February 2020, she was Senior Vice President – Safety, Health, Environmental & Assurance of National Grid plc, a British multinational electricity and gas utility company. Prior to those positions, Ms. Mills held an executive position at the Maryland Public Service Commission, Baltimore Gas & Electric, and Medifast, Inc. (NYSE: MED), where she also served as a board member and member of the compensation committee. Ms. Mills also serves as a board member at the Women’s Foundation for a Greater Memphis, the American Association of Blacks in Energy, the Tennessee Theatre, and the Cal Ripken, Sr. Foundation. She holds a BS in Electrical Engineering from Virginia Tech University and an MBA from Loyola University Maryland. The Board believes Ms. Mills’s extensive experience in the utilities industry in addition to her deep expertise in business operations, risk management, strategy development, and financial management, along with governance experience through her previous work on the board and compensation committee of Medifast, Inc. qualifies her to serve as a director of our Board. Lori Sundberg. Ms. Sundberg began serving on our Board in March 2021. Since 2024, Ms. Sundberg has served as Chief Human Resources Officer at Cadence Education, a premier early childhood education center. From October 2021 to June 2024, Ms. Sundberg has served as HR Executive at Performance and Talent Solutions, a consulting firm. Ms. Sundberg was the Chief Human Resources Officer of Quanergy Systems, Inc. (NYSE: QNGY), a leading provider of LiDAR sensors and smart 3D solutions, from June 2022 to February 2023. Prior to such position, she was an Executive Vice President and Chief Human Resources Officer for Western Digital Corporation (Nasdaq: WDC), from February 2018 to October 2021, a leading key global human resources initiatives and people strategies. Ms. Sundberg has more than 30 years of experience in developing and aligning HR strategy with business needs. She has led large corporate initiatives focused on culture, organization effectiveness, diversity, leadership development, merger and acquisitions, and total rewards. Before joining Western Digital, she served as SVP, Global Human Resources at Jacobs (NYSE: J), a global provider of technical, professional and construction services. Sundberg has also served as SVP, Human Resources and Ethics at Arizona Public Services Company, the largest electric utility in Arizona, and advanced through a series of HR leadership roles at American Express. Ms. Sundberg holds a Bachelor of Science degree in Business Management from Brigham Young University. The Board believes Ms. Sundberg’s extensive experience in managing human resources and leading complex corporate initiatives, in addition to her broad understanding of different industries from financial services to utilities, qualifies her to serve as a director of our Board. Class III Directors (terms expiring in 2027) Brad Forth, Chair. Mr. Forth began serving on our Board in June 2017. Mr. Forth has more than 30 years of experience in the energy industry. Mr. Forth began his career as a design engineer at Power Measurement, Inc. in 1988, where he was responsible for pioneering research in the field of digital power metering and energy management systems. Mr. Forth remained at Power Measurement in various capacities for 18 years, and was its Chief Executive Officer from 1998 to 2005 when it was acquired by Schneider Electric. In 2006, Mr. Forth joined GFI Energy Group as a Partner until 2009. Mr. Forth was a Managing Director at Oaktree Capital Management (“Oaktree”) from 2009 to 2016, and a Senior Advisor to Oaktree’s GFI Energy Group from 2016 to 2021. In June 2022, Mr. Forth joined Neos Partners as a Senior Partner. Mr. Forth is a former board member of Xantrex Technology, The Kirlin Group and OpTerra Energy Group, and a former board chair of GT Solar Incorporated, Turbine Generator Maintenance, Cannon Technologies, GoodCents and TenK Solar. Mr. Forth is currently a board member of Array Technologies (Nasdaq: ARRY), a solar tracking and solutions company, since July 2016. Mr. Forth received a Bachelor of Electrical Engineering degree from the University of Victoria in Canada. The Board believes Mr. Forth’s deep expertise in the energy industry, plus his experience as an investor and board member of several companies in the energy industry, and his service in different executive leadership roles qualifies him to serve as a director of our Board. Robert Julian. Mr. Julian began serving on our Board in August 2022. From October 2021 through his retirement on January 31, 2024, Mr. Julian served as Chief Financial Officer of The RealReal, Inc. (the “TheRealReal”) (Nasdaq: REAL) the world’s largest online marketplace for authenticated, consigned luxury goods, where he was responsible for developing and shaping company strategy and driving profitable growth. Following Mr. Julian’s retirement from TheRealReal, Mr. Julian served as a consultant to TheRealReal through June 2024. Mr. Julian also served as the Co-Interim Chief Executive Officer of TheRealReal from June 2022 to February 2023. Prior to TheRealReal, Mr. Julian was Executive Vice President and Chief Financial Officer at Sportsman’s Warehouse, from April 2019 to October 2021, and Executive Vice President and Chief Financial Officer and Treasurer, at Deluxe Entertainment Services Group, from July 2017 to June 2018. Mr. Julian serves on the board of directors of Rayton Solar Inc., a producer of engineered wafers that can serve as the basis for next-generation electronics. Mr. Julian also serves as a member of the board of directors of PROG Holdings, Inc. (NYSE: PRG), a fintech holding company that provides payment options and inclusive consumer financial products, where he also serves as a member of the audit committee. Mr. Julian has more than 30 years of experience, having held several senior positions in different public and private companies throughout his career. He holds a BA in Finance from Michigan State University and an MBA in Finance from the University of Michigan. The Board believes Mr. Julian’s expertise in developing and leading high performing finance, accounting and IT teams across a wide range of industries, including manufacturing, technology, consumer products, distribution, retail, and business services sectors, as well as his hands on experience in various public company boards matters, qualifies him to serve as a director of our Board.

  6. Continuing Directors

    Brandon Moss. Mr. Moss joined the Company as Chief Executive Officer in July 2023, and began serving on our Board in February 2024. Prior to joining the Company, Mr. Moss served as President, Tools, Components & Assembled Solutions Business of Southwire Company, one of North America’s largest wire and cable developers, manufacturers and suppliers, since 2014. Prior to that, Mr. Moss served as Vice President, Retail Sales of Southwire Company from 2009 to 2013, and Director of Sales of Southwire Company from 2007 to 2009. Prior to Southwire Company, Mr. Moss served as Account Manager of Lutron Electronics, a designer and manufacturer of lighting control systems for both residential and commercial applications, from 2002 to 2007. Prior to Lutron Electronics, Mr. Moss served as a Territory Manager of Black & Decker, a global provider of hand tools, power tools, outdoor products and related accessories, from 2000 to 2002. Mr. Moss is currently on the Board of Directors of the Solar Energy Industries Association. Mr. Moss earned a Master of Business Administration from Wake Forest University and a Bachelor’s degree in Marketing from Miami University. The Board believes Mr. Moss’s extensive senior leadership experience, more than twenty years of experience in the electrical industry, M&A and business integration experience, understanding of global supply chains and efficient manufacturing processes and comprehensive knowledge of our business and perspective of our day-to-day operations qualifies him to serve as a director of our Board.

  7. Board Meetings and Committees

    | 8. | reviewing and making recommendations to our Board with respect to director compensation; |

  8. Executive Summary

    | 1. | Grant of one-time retention equity awards during the summer for our newly-recruited CEO, other Named Executive Officers, and select employees throughout the organization whose contributions are critical to 2024 and beyond. |

  9. Executive Summary

    | 3. | No goal modifications to performance share unit (“PSU”) cycles covering three in-cycle performance periods (2022-2024, 2023-2025, and 2024-2026), two of which (2023-2025 and 2024-2026) are expected to result in award forfeiture (zero payout) due to below-threshold performance. |

  10. Executive Summary

    | 4, | For 2025, due to continued industry fluctuations and to set more appropriate AIP goals, implementation of two six-month measurement periods to comprise our Fiscal year 2025 AIP. Additionally, 2025-2027 PSU award opportunities will be linked to an average of three one-year measurement periods, with goals set for each year of the performance period in the first quarter of each year to adequately address solar sector volatility, and subject to a three-year cumulative relative total shareholder return modifier. |

  11. Executive Summary

    The Board views granting one-time retention equity awards outside our regular annual long-term incentive cycle and making changes to an AIP that is in-flight as extraordinary measures, necessary to support our current efforts and future success in building shareholder value. By limiting such discretion to only exceptional circumstances, the Board demonstrates its strategic commitment to the best interests of our shareholders.

  12. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | | ✔ | Emphasize long-term compensation to ensure alignment of pay with long-term performance | • | No hedging or pledging of company stock | | ✔ | Significant majority of pay is performance-based and not guaranteed | • | No single trigger vesting of equity awards upon a change in control | | ✔ | Half of long-term equity pay is performance conditioned | • | No excise tax gross-up payments | | ✔ | Stock ownership requirements require meaningful holdings | • | No excessive perquisites or personal benefits | | ✔ | Double-trigger change-in-control vesting of equity awards | • | No repricing of stock options (currently, stock options are not part of the Company’s equity award program) | | ✔ | Assess and confirm compensation programs do not encourage material risks to shareholders | | | | ✔ | Engage an independent compensation consultant | | |

  13. Compensation Philosophy and Objectives

    | • | Experience in the applicable role is reflected in base salary that, in turn, drives the short-term incentive opportunity which is a percentage of base salary under our AIP. |

  14. Compensation Philosophy and Objectives

    | • | Our AIP payout opportunity ranges from 0% to 200% of target and is primarily based on achievements against key measures of short-term financial performance with a smaller amount based upon team or individual goals and performance. |

  15. Compensation Philosophy and Objectives

    | • | Long-term incentive awards are equity-based, granted in the form of 50% Restricted Stock Units (“RSUs”) and 50% PSUs. |

  16. Compensation Philosophy and Objectives

    | • | Attractiveness as an employer is a function of all reward elements, including, but not limited to, base salary, short- and long-term incentives, benefits, well-being, and coaching and development. |

  17. The Role of the Independent Consultant

    The Role of the Independent Consultant In the 2024 Fiscal Year, the Compensation Committee continued to use the services of Pay Governance in fulfilling its obligations under its charter. Pay Governance attended all of the Compensation Committee meetings in the 2024 Fiscal Year and provided the Compensation Committee with objective expert analyses, assessments, research, and recommendations for executive compensation programs, incentives, executive benefits, and non-executive director compensation. In this capacity, Pay Governance provided services that related solely to the work performed for, and at the direction of, the Compensation Committee. The Compensation Committee selected Pay Governance to serve as its independent consultant only after assessing the firm’s independence, which concluded that no conflicts of interest existed. The Compensation Committee retains the right to modify or terminate its relationship with Pay Governance or select other outside advisors to assist the Compensation Committee in carrying out its responsibilities. External Benchmarking The Compensation Committee believes that obtaining relevant market and benchmark data is important in making determinations about executive compensation. This information serves as a reference point for evaluating the Company’s executive compensation.

  18. 2024 Peer Group

    2024 Peer Group The peer group used by the Compensation Committee to evaluate executive compensation during the 2024 Fiscal Year was the same as the peer group used in 2023. These peer group members were previously selected by the Compensation Committee based on their financial performance, size and growth potential, as well as industry and business model, specifically focusing on companies engaged in solar energy, broader renewable energy, broader technology, electrical components, and engineered solutions.

  19. 2024 Peer Group

    | Array Technologies, Inc. | FTC Solar, Inc. | Rogers Corporation | | Bloom Energy Corporation | Generac Holdings Inc. | SolarEdge Technologies, Inc. | | ChargePoint Holdings, Inc. | Gibraltar Industries, Inc. | SolarWinds Corporation | | Enphase Energy, Inc. | Itron, Inc. | SunPower Corporation | | ESCO Technologies Inc. | Littelfuse, Inc | Sunrun Inc. | | First Solar, Inc. | Power Integrations, Inc. | |

  20. Named Executive Officer Compensation Elements at a Glance

    | 2024 Compensation Element | Form | Metrics and Weightings | Rationale for Providing | | Base Salary | Cash | Not applicable | Base salary is a competitive fixed pay element tied to role, experience, performance, and criticality of skills. | | AIP Award | Cash | Adjusted EBITDA (60%) Adjusted Free Cash Flow (15%) Individual Goals (25%) | The AIP is designed to reward achievement of critical financial and non-financial goals that are fundamental short-term drivers of shareholder value. • The original 2024 Fiscal Year AIP design had a payout opportunity from 0% to 200% of target, based upon achievement of Threshold, Target, and Stretch goals. • Due to a variety of challenging Company-specific and industry-wide conditions during 2024, a revised 2024 AIP was put into place for the last half of 2024 (“H2”), with updated targets for H2 financial metrics. Payout opportunities were capped at 50% of the original 2024 Fiscal Year AIP award opportunities. | | Long-Term Incentive (“LTI”) Equity Awards | Stock | PSUs • Net Revenue Growth Compound Annual Growth Rate (“CAGR”) (50%) • This 50% portion is subject to modification based upon Net Revenue Growth CAGR relative to the Company’s compensation peer group. • Cumulative Adjusted Diluted EPS (50%) • Three-year performance period RSUs • Three-year time-vesting period | The LTI plan is designed to reward performance that drives longer-term shareholder value through the use of awards tied to a multi-year vesting period. • PSUs (50% of the LTI mix) provide rewards linked to stock price performance (due to the denomination in Company shares) and can go up or down based upon achievement of pre-set Threshold, Target, and Stretch goals, equally weighted between Net Revenue Growth CAGR and Cumulative Adjusted Diluted EPS. PSUs may payout from 0% to 200% of target. • RSUs (50% of the LTI mix) link compensation to absolute stock price performance and strengthen retention. |

  21. Named Executive Officer Compensation Elements at a Glance

    | Retention Equity Awards | Stock | RSUs • Three-year time-vesting period | In light of the competitive marketplace for executive talent and the desire to retain the Company’s management in a time of transition, each Named Executive Officer received a one-time Retention Equity Award in the summer of 2024. |

  22. Target Pay Mix

    Target Pay Mix Our target compensation for executives is significantly tied to performance conditions (AIP and PSUs) or otherwise “at risk” compensation (RSUs, via service conditions and stock price). In 2024, CEO target pay was 51% performance-based and 87% at risk. On average, 2024 target pay for the other NEOs was 45% performance-based and 72% at risk. We generally believe this mix of pay, which is reflected in the charts below, provides strong incentives for our NEOs to remain with the Company and enables us to attract new talent, both of which are critical to building shareholder value.

  23. Target Pay Mix

    | * As noted previously, given significant challenges arising in 2024, the Compensation Committee granted one-time retention equity awards of RSUs outside of our regular annual long-term incentive cycle. The Compensation Committee viewed these awards as an extraordinary measure that are not reflective of our general approach to target compensation, and therefore these awards are not reflected in the charts above. In addition, the charts reflect target AIP opportunities based on the AIP program in place at the beginning of the year, and do not reflect subsequent changes to our in-flight AIP which capped award opportunities at 50% of the original award amounts, as discussed in more detail below. |

  24. 2024 Fiscal Year AIP Annual Awards

    2024 Fiscal Year AIP Annual Awards The objective of our compensation program is to align executives’ compensation with the objectives of our strategy and operating results, attract and retain highly qualified executives, and provide incentives that drive shareholder value. Payout of the AIP is based on achievement of financial and individual goals. In February 2024, the Compensation Committee set financial and individual targets for the 2024 Fiscal Year AIP. As described in more detail below, broad-based industry challenges during 2024 led the Compensation Committee to make changes to the 2024 Fiscal Year AIP in the fall of 2024.

  25. Initial 2024 Fiscal Year AIP

    Initial 2024 Fiscal Year AIP Financial Goals In February 2024, the Compensation Committee established the AIP opportunity for the Named Executive Officers based on the following metrics: Adjusted EBITDA (weighted at 60%), Adjusted Free Cash Flow (weighted at 15%) and an Individual Goals component (weighted at 25%). Whereas in Fiscal Year 2023, Adjusted EBITDA was the sole financial metric, the Compensation Committee decided to add Adjusted Free Cash Flow in 2024 because it provides a more complete view of annual performance. Adjusted EBITDA is defined as net income (loss) plus (i) interest expense, (ii) interest income, (iii) income tax benefit (expense), (iv) depreciation expense, (v) amortization of intangibles, (vi) payable pursuant to the Tax Receivable Agreement (“TRA”) adjustment, (vii) gain on termination of TRA, (viii) equity-based compensation, (ix) acquisition-related expenses, (x), wire insulation shrinkback matter expenses, and (xi) wire insulation shrinkback matter litigation expenses. Adjusted Free Cash Flow is defined as net cash provided by operating activities plus/(minus) (i) purchases of property, plant, and equipment and (ii) cash outflows related to wire insulation shrinkback expenses. Threshold, Target, and Stretch Adjusted EBITDA goals and Adjusted Free Cash Flow Goals, provided below, were approved by the Compensation Committee in February 2024 and were established based upon the Company’s fiscal 2024 operating plan approved by the Board. Adjusted EBITDA performance carries a weight of 60% in the 2024 Fiscal Year AIP determination, while Adjusted Free Cash Flow carries a weight of 15% in the 2024 Fiscal Year AIP determinations.

  26. Initial 2024 Fiscal Year AIP

    | AIP Metric | Threshold (50%) | Target (100%) | Stretch (200%) | | Adjusted EBITDA (to be weighted 60%) | $157.5 million | $175 million | $192.5 million | | Adjusted Free Cash Flow (to be weighted 15%) | $130.9 million | $154 million | $177.1 million |

  27. Initial 2024 Fiscal Year AIP

    Individual Goals Each Named Executive Officer had 25% of their AIP award target based upon an Individual Management by Objectives (“Individual Goals”) component. The Individual Goals for 2024 are outlined below.

  28. Revised 2024 Fiscal Year AIP

    Revised 2024 Fiscal Year AIP Throughout 2024, Shoals was experiencing significant project delays, which were pervasive across the utility-scale solar marketplace, ultimately resulting in 2024 revenue being pushed into 2025 and beyond. As a result, the Compensation Committee reviewed the aggressive targets set for Adjusted EBITDA and Adjusted Free Cash Flow under the 2024 Fiscal Year AIP and concluded that such targets were no longer reflective of possible Company performance. In order to motivate AIP participants and reward them for their continued contributions to the Company during a turbulent time for the solar energy sector, the Compensation Committee determined, with the Board’s support, that it was in the Company’s best interest to treat the 2024 Fiscal Year AIP as follows (the “Revised AIP”):

  29. Revised 2024 Fiscal Year AIP

    | • | Retain AIP opportunity comprised of 60% Adjusted EBITDA, 15% Adjusted Free Cash Flow and 25% Individual Goals |

  30. Revised 2024 Fiscal Year AIP

    | • | Revise Adjusted EBITDA and Adjusted Free Cash Flow targets to reflect updated guidance for Company, measuring performance for the 6-month period from July through December 2024 |

  31. Revised 2024 Fiscal Year AIP

    | • | Keep Individuals Goals the same (using a 12-month performance period) |

  32. Revised 2024 Fiscal Year AIP

    | • | Cap the total AIP payout opportunity at 50% of the original 2024 Fiscal Year opportunity |

  33. Revised 2024 Fiscal Year AIP

    The Compensation Committed believed that the Revised AIP appropriately balanced a reasonable reduction in payout opportunity as a result of the truncation of the performance period, while continuing to incentivize and motivate AIP participants to reach Company goals. The revised financial metrics for the 6-month period from July through December 2024 were as follows:

  34. Revised 2024 Fiscal Year AIP

    | AIP Metric for H2 | Threshold (50%) | Target (100%) | Stretch (200%) | | Adjusted EBITDA (to be weighted 60%) | $46.6 million | $54.9 million | $63.1 million | | Adjusted Free Cash Flow (to be weighted 15%) | $26.5 million | $30.4 million | $34.4 million |

  35. Revised 2024 Fiscal Year AIP

    The Compensation Committee considered these revised financial metrics to be rigorous when established because such goals were aligned with external guidance and internal budgeting.

  36. 2024 Fiscal Year AIP Results

    2024 Fiscal Year AIP Results Ms. Peetz resigned from the Company in August 2024, and therefore was not eligible to receive an AIP payout for 2024. The other Named Executive Officers earned annual incentives, as described below. Financial Goals Adjusted EBITDA was attained at $50.7 million, resulting in this metric being preliminarily earned at 74.5% (the Threshold level). Adjusted Free Cash Flow was attained at $30.4 million, resulting in this metric being preliminarily earned at 200% (the Stretch level). Individual Goals Each Named Executive Officer who participated in the 2024 Fiscal Year AIP had Individual Goals that were approved by the Compensation Committee. Performance assessment and key achievements are outlined below. The Individual Goals for the 2024 Fiscal Year AIP measured performance for the full fiscal year and were designed to drive shareholder value. Each Individual Goal may be earned between 0 % - 200% of target.

  37. 2024 Fiscal Year AIP Results

    | Named Executive Officer | Individual Goals Preliminary Achievement (to be weighted 25%) | | Brandon Moss | 120% of Target Individual Goal | | Dominic Bardos | 120% of Target Individual Goal | | Jeffery Tolnar | 80% of Target Individual Goal | | Inez Lund | 130% of Target Individual Goal |

  38. 2024 Fiscal Year AIP Results

    | Named Executive Officer | Key Performance Achievements | | Brandon Moss | • Accelerate our diversification into new markets that support electrification while protecting and growing our core solar business. • Build organization capacity by optimizing resources, including financial, human, and technological resources. • Drive operational excellence to enable growth. • Solidify the Shoals way of working. | | Dominic Bardos | • Provide analysis, including modeling and forecasting, to develop strategy related to possible M&A opportunities, streamlining business operating review metrics and pursuing technological advancements. • Support litigation/settlements as required by providing financial analysis, depositions, and/or participation in resolution sessions. • Support ongoing international operations, including manufacturing and support functions. • Optimize existing credit arrangements and raise capital to expand liquidity. | | Inez Lund | • Create systems to optimize cash utilization. • Educate teams on cash management best practices and establishing auditable goals related to long-term sustainability and good governance. • Support efforts to become employer of choice, supporting the welfare of our local community. | | Jeffery Tolnar | • Achieve high customer satisfaction with minimum financial impact by scaling customer acquisition and prioritizing customer satisfaction. • Drive growth in defined markets by broadening team capability, localizing products, and improving cycle times from quote to supply. • Evaluate M&A opportunities. |

  39. 2024 Fiscal Year AIP Results

    Payout Under the 2024 Fiscal Year Revised AIP Under the Revised AIP, the total AIP payout opportunity was capped at 50% of the original 2024 Fiscal Year opportunity. The table below shows what the preliminary payouts would have been without accounting for the cap, and the final payouts after accounting for the cap.

  40. 2024 Fiscal Year AIP Results

    | Named Executive Officer | Fiscal 2024 Target AIP Award as a Percentage of Base Salary | Fiscal 2024 AIP Preliminary Achievement (as a % of Target Performance Level, prior to accounting for cap) | Fiscal 2024 AIP Preliminary Payout (prior to accounting for cap) | Fiscal 2024 AIP Final Achievement (as a % of Target Performance Level, accounting for cap) | Fiscal 2024 AIP Final Payout (accounting for cap) | | Brandon Moss | 115% | 105% | $906,298 | 52% | $453,149 | | Dominic Bardos | 75% | 105% | $372,994 | 52% | $186,497 | | Jeffery Tolnar | 75% | 95% | $308,810 | 47% | $154,405 | | Inez Lud | 50% | 107% | $152,132 | 54% | $76,350 | | Mehgan Peetz(1) | 60% | — | — | — | — |

  41. 2024 Fiscal Year AIP Results

    | (1) Due to Ms. Peetz’s resignation, effective August 23, 2024, she did not receive an AIP award in respect of 2024. |

  42. 2024 Fiscal Year AIP Results

    Each component of the final fiscal 2024 AIP final payout, accounting for the 50% cap described above, was earned as follows:

  43. 2024 Fiscal Year AIP Results

    | AIP Metric | Brandon Moss | Dominic Bardos | Jeffrey Tolnar | Inez Lund | | Adjusted EBITDA (to be weighted 60%) | $271,889 | $111,898 | $92,643 | $45,810 | | Adjusted Free Cash Flow (to be weighted 15%) | $67,972 | $27,974 | $23,160 | $11,452 | | Individual Performance Metric (25%) | $113,287 | $46,624 | $38,601 | $19,088 | | TOTAL AIP PAYOUT | $453,149 | $186,497 | $154,405 | $76,350 |

  44. 2024 Fiscal Year AIP Results

    2024 Fiscal Year Long-Term Incentive Equity Compensation The Company maintains the LTIP, which was adopted on January 26, 2021. Each of our Named Executive Officers is eligible to participate in the LTIP, which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards or cash awards to employees and consultants of the Company and its affiliates and non-employee directors on the Board. The Compensation Committee determines the size and vesting terms of awards made under the LTIP and administers all other aspects of the LTIP. In the 2024 Fiscal Year, the Compensation Committee approved two types of grants for the Company’s annual LTI awards under the LTIP, PSUs and RSUs, with each addressing long-term shareholder value alignment in different ways. The Compensation Committee believes that granting a combination of PSUs and RSUs provides alignment with shareholder interests, retention value, and a direct connection between pay and performance of our Company over the long-term. The 2024 LTI award grants for our Named Executive Officers were allocated 50% as PSUs and 50% as RSUs. The PSUs granted to our Named Executive Officers in the 2024 Fiscal Year vest after a three-year performance period ending on December 31, 2026, subject generally to continued employment through the date the Compensation Committee certifies achievement of such performance criteria following the end of such performance period. 50% of the 2024 PSU awards are subject to performance-based vesting based upon the Company’s Net Revenue Growth CAGR targets, which will then be modified based upon the Company’s Net Revenue Growth CAGR relative to a pre-selected peer group. Specifically, this portion of the PSU award will be multiplied by 1.5x for performance at the 80th percentile or above, 1.0x for performance at the 50th percentile, and 0.5x for performance at the 20th percentile or below. Interpolated payouts will be calculated for performance between the 20th percentile and 50th percentile or between the 50th percentile and 80th percentile. The modifier was implemented for the first time in the 2024 Fiscal Year to acknowledge both absolute and relative growth performance. For purposes of the 2024 PSU awards, “Net Revenue Growth CAGR” means the applicable company’s compound annual growth rate, measured as of the last day of the applicable performance period. The remaining 50% of the 2024 PSU awards are subject to performance-based vesting based upon Cumulative Adjusted Diluted Earnings Per Share (“EPS”) targets, which is a new measure for the 2024 Fiscal Year PSUs, replacing Average Gross Margin. The Compensation Committee determined that Cumulative Adjusted Diluted EPS was a more appropriate measure than Average Gross Margin for the Company’s 2024 PSU awards because Cumulative Adjusted Diluted EPS is a metric that many investors use to evaluate investment decisions and because it is more directly impacted by the executive leadership team. For purposes of the 2024 PSU awards, “Cumulative Adjusted Diluted EPS” means Adjusted Diluted EPS measured on a cumulative basis during the applicable performance period, and “Adjusted Diluted EPS” means Adjusted Net Income (as defined in the Company’s Annual Report on Form 10-K for the 2024 fiscal year) divided by the diluted weighted average of Company Class A common stock outstanding for the applicable period. PSUs may pay out from 0% to 200% of target. Pre-set Threshold, Target, and Stretch goals were established by the Compensation Committee at grant and will be disclosed in our 2027 proxy statement but remain confidential during the performance period due to the potential for competitive harm that may occur if goals were to be made public before such time. The Compensation Committee believes that it has set the goals at a rigorous and appropriately challenging level, incentivizing our Named Executive Officers to attain financial and growth milestones as we work to navigate current and future challenges at Shoals and across the solar industry. The RSUs granted to our Named Executive Officers as part of the 2024 Fiscal Year LTI vest in three substantially equal installments on each of the first three anniversaries of the applicable vesting commencement date, subject generally to continued employment through each applicable vesting date. The 2024 LTIP award values were determined by taking into account base pay and annual incentive values, assessing market competitive total compensation levels, and our compensation philosophy that weights variable compensation higher than fixed compensation and retention value. These values also consider each Named Executive Officer’s role, potential long-term contribution, performance, experience and skills, and were generally aligned with or below the market median relative to proxy peer and survey market data. In light of Mr. Moss’s leadership during a volatile business environment, the Compensation Committee increased Mr. Moss’s pay to market median, largely through long-term incentive award value. The following table shows the target dollar value of the 2024 LTI awards made to our Named Executive Officers in the 2024 Fiscal Year. We divided these target dollar values by the closing price of our stock on the grant date to determine the number of PSUs (at Target) and the number of RSUs that would be subject to each grant.

  45. 2024 Fiscal Year AIP Results

    | Named Executive Officer | PSUs (Target Award) ($) | RSUs ($) | Total ($) | | Brandon Moss | $2,200,000 | $2,200,000 | $4,400,000 | | Dominic Bardos | $783,500 | $783,500 | $1,567,000 | | Jeffery Tolnar | $600,000 | $600,000 | $1,200,000 | | Inez Lund | $102,500 | $102,500 | $205,000 | | Mehgan Peetz | $540,500 | $540,500 | $1,081,000 |

  46. 2024 Fiscal Year AIP Results

    Payout of 2022 PSU Awards The three-year performance period for the PSUs granted to our Named Executive Officers in the 2022 Fiscal Year ended on December 31, 2024. The performance criteria for the 2022 PSUs was tied equally to Net Revenue Growth CAGR and Average Gross Margin. For the 2022 PSUs, Average Gross Margin was defined as Net Revenue minus Cost of Good Sold, divided by Net Revenue. The PSUs could be earned between 0% to 200% of target, generally subject to continued employment through the date the Compensation Committee certified achievement of the performance criteria following the end of the performance period. The following pre-set Threshold, Target, and Stretch goals were established by the Compensation Committee at grant:

  47. 2024 Fiscal Year AIP Results

    | 2022 PSU Metric | Threshold (50%) | Target (100%) | Stretch (200%) | | Net Revenue Growth CAGR (weighted 50%) | 23% | 26% | 28% | | Average Gross Margin (weighted 50%) | 34% | 38% | 42% |

  48. 2024 Fiscal Year AIP Results

    At the conclusion of the cycle, the Compensation Committee determined that the Company had achieved 23.3% with respect to Net Revenue Growth CAGR resulting in 55% achievement for that metric, and 35.9% with respect to Average Gross Margin, resulting in 73.8% achievement for that metric. The Compensation Committee made no adjustments for the 2022-2024 PSU awards. The awards vested at 64.4% of target. The target award and actual number of shares received by our Named Executive Officers (other than Mr. Moss, who did not commence employment with the Company until 2023) for the 2022 - 2024 PSU performance cycle are shown below:

  49. 2024 Fiscal Year AIP Results

    | Named Executive Officer | 2022 – 2024 PSUs (Target Award) ($) | 2022 – 2024 PSU Payout(1) | | Dominic Bardos | $280,000 | $35,375 | | Jeffery Tolnar | $250,000 | $50,045 | | Inez Lund(2) | — | — | | Mehgan Peetz(3) | $315,500 | — |

  50. 2024 Fiscal Year AIP Results

    | (1) This amount represents 8,628 shares and 12,206 shares received by Messrs. Bardos and Tolnar, respectively, with a per share value of $4.10, which was the fair market value of our common stock on the certification date. |

  51. 2024 Fiscal Year AIP Results

    | (2) Ms. Lund did not receive a PSU grant in 2022. |

  52. 2024 Fiscal Year AIP Results

    | (3) Ms. Peetz forfeited the award upon her resignation from employment prior to the end of the performance cycle. |

  53. 2024 Fiscal Year AIP Results

    Other Compensation

  54. One-Time Retention Equity Awards

    One-Time Retention Equity Awards The Compensation Committee is committed to maintaining a rigorous, formulaic compensation plan that links pay with performance both on the downside and the upside. In line with this philosophy, the Compensation Committee views atypical one-time awards as an avenue to be used only in rare, extraordinary circumstances. In light of the challenges facing the Company and the solar industry more broadly, as well as the competitive environment for executive talent and a desire to retain the current management team as the Company works toward achieving new strategic objectives, the Compensation Committee determined in the summer of 2024 that it was in the Company’s best interest to grant retention equity awards to certain executives, including each of the Named Executive Officers (the “Retention Equity Awards”). The Retention Equity Awards were granted in the form of RSUs that vest as to two-thirds on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, subject generally to continued employment with the Company through each applicable vesting date. Each of the Named Executive Officers was granted Retention Equity Awards with a value on the grant date as provided below:

  55. One-Time Retention Equity Awards

    | Named Executive Officer | Retention Award Value ($) | | Brandon Moss | $2,200,000 | | Dominic Bardos | $700,000 | | Jeffery Tolnar | $200,000 | | Inez Lund | $100,000 | | Mehgan Peetz(1) | $200,000 |

  56. One-Time Retention Equity Awards

    | (1) Ms. Peetz’ award was forfeited at the time of her resignation per its terms. |

  57. At Hire Replacement of Prior Employer Awards

    At Hire Replacement of Prior Employer Awards In connection with Mr. Moss’s commencement of employment in 2023, we offered him an equity and cash award opportunity to reimburse him for forfeited cash and equity awards previously granted by his former employer. The equity award was granted in 2023 and therefore included in the 2023 Summary Compensation Table. The cash award had a value of $500,000, half of which was payable upon his commencement of employment, and half of which was payable on the one-year anniversary of his start date, subject to his continued employment. The first installment was paid in 2023 and included in the 2023 Summary Compensation Table and the second installment was paid in 2024 and included in the 2024 Summary Compensation Table below. Each installment is subject to a clawback if Mr. Moss’s employment is terminated for cause or he resigns without good reason within one year following the payment date, pro-rated for the amount of time he is employed during the applicable one-year period.

  58. Other Executive Benefits and Perquisites

    | • | short-term disability; and |

  59. 2025 Compensation Decisions

    2025 Compensation Decisions 2025 Peer Group In the summer of 2024, at the request of our Compensation Committee, Pay Governance assessed and recommended adjustments with respect to our peer group selection methodology and composition in light of changes to the Company’s strategic plan and growth trajectory. In reviewing the existing peer group, the Compensation Committee sought to identify which of the Company’s 2024 peer group members were appropriate going forward. The Compensation Committee considered the recommendations of Pay Governance in selecting an updated peer group of size- and industry-relevant peers. With respect to size-relevant peers, market capitalization was the primary criteria, but the Committee also considered revenue and other select financials when considering its peer group. Considering the Company’s overall compensation strategy, and after applying specific selection criteria and Pay Governance’s recommendations, our Compensation Committee identified several new peers and removed several peers as well. The Compensation Committee sought to compose a peer group of close industry competitors in the solar and renewables space whose size is comparable to that of the Company, removing those members of the peer group whose inclusion was no longer appropriate due to their business, size or scale.

  60. 2025 Compensation Decisions

    2025 Fiscal Year AIP and PSU Changes In establishing the Company’s 2025 incentive plans, the Compensation Committee considered how the continued uncertainty and volatility of the Company’s operating environment impacts management’s motivation and retention. With Pay Governance’s input, the Compensation Committee determined that the design for the 2025 Fiscal Year AIP will have two distinct, six-month performance periods, one for January through June and one for July through December. This will permit the Company to motivate participants by setting aggressive, but still attainable, targets under the AIP, while making necessary adjustments for each period based on broader industry conditions. In addition, 2025 PSU awards will maintain the same two metrics, 50% Net Revenue Growth and 50% Cumulative Adjusted Diluted EPS. However, performance goals for these metrics will be established and evaluated annually for each year of the three-year performance period. Final 2025 PSU awards will represent an average at the end of the three-year period, subject to a relative total shareholder return modifier.

  61. Agreements with Named Executive Officers

    Agreements with Named Executive Officers We believe that a strong, experienced management team is essential to the best interests of the Company and our shareholders. We have entered into employment agreements and/or offer letters with certain of our Named Executive Officers which seek to minimize employment security concerns arising in the course of negotiating and completing a significant transaction. For a description of such employment agreements and offer letters, see the section below titled “Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2024 Fiscal Year - Employment Agreements and Offer Letters.” For a more complete description of our obligations under the employment agreements and offer letters in the event of a termination of employment or change in control, see the section below titled “Potential Payments Upon Termination or a Change in Control.”

  62. Risk Assessment

    Risk Assessment The Compensation Committee oversees the design and implementation of our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. The Compensation Committee also assesses the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, share ownership and retention guidelines for our Named Executive Officers, as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to Company performance.

  63. Timing of Equity Awards

    Timing of Equity Awards We do not have a policy or practice regarding the timing for granting stock options or stock appreciation rights, as we do not currently grant these types of awards under our long-term incentive program. We currently grant restricted stock units and performance-based restricted stock units under our long-term incentive program. With respect to these types of equity awards, we do not have a formal policy regarding the timing of grant. However, we generally grant annual equity awards to our named executive officers and other eligible employees at the Compensation Committee’s regularly scheduled meeting in February of each year. This meeting is scheduled many months in advance. Outside of our annual equity award cycle, we may grant equity awards at other times throughout the year, such as to new employee hires, to employees receiving promotions, for retention purposes, or in other relevant circumstances.

  64. Section 280G of the Internal Revenue Code

    Section 280G of the Internal Revenue Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation. In approving compensation arrangements for our Named Executive Officers, the Board considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

  65. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will continue to be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  66. 2024 Fiscal Year Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brandon Moss Chief Executive Officer | 2024 | $752,708 | $250,000 | $6,600,000 | — | $453,149 | $52,609 | $8,108,466 | | | 2023 | $332,292 | $250,000 | $4,400,045 | — | $560,743 | $16,950 | $5,560,030 | | | 2022 | — | — | — | — | — | — | — | | Dominic Bardos Chief Financial Officer | 2024 | $475,000 | — | $2,267,012 | — | $186,497 | $21,821 | $2,950,330 | | | 2023 | $452,933 | — | $1,771,393 | — | $573,243 | $13,016 | $2,810,585 | | | 2022 | $104,888 | $137,312 | $1,447,556 | — | — | — | $1,689,756 | | Jeffery Tolnar President, Former Interim Chief Executive Officer | 2024 | $434,791 | — | $1,400,021 | — | $154,405 | $16,691 | $2,005,908 | | | 2023 | $490,000 | $90,000 | $1,026,912 | — | $597,188 | $13,200 | $2,217,300 | | | 2022 | $286,250 | — | $687,078 | — | 201,849 | $10,983 | $1,186,160 | | Inez Lund(6), Chief Accounting Officer | 2024 | $293,610 | — | $305,029 | — | $76,350 | $28,207 | $703,196 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Mehgan Peetz(7) Former Chief Legal Officer, Corporate Secretary | 2024 | $292,019 | — | $1,281,026 | — | $0 | $9,667 | $1,582,712 | | | 2023 | $398,766 | — | $1,398,644 | — | $394,778 | $21,531 | $2,213,719 | | | 2022 | $365,625 | — | $865,789 | — | 244,110 | $3,583 | $1,479,107 |

  67. 2024 Fiscal Year Grants of Plan-Based Awards

    2024 Fiscal Year Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2024 with respect to our Named Executive Officers.

  68. 2024 Fiscal Year Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Brandon Moss Chief Executive Officer | — | 437,000 | 874,000.00 | 1,748,000 | — | — | — | — | — | | | February 27, 2024 | — | — | — | 71,475 | 142,950 | 285,900 | — | 2,200,000 | | | February 27, 2024 | — | — | — | — | — | — | 142,950 | 2,200,000 | | | August 1, 2024 | — | — | — | — | — | — | 353,130 | 2,200,000 | | Dominic Bardos Chief Financial Officer | — | 178,125 | 356,250 | 712,500 | | | | | | | | February 27, 2024 | — | — | — | 25,455 | 50,910 | 101,820 | — | 783,504 | | | February 27, 2024 | — | — | — | — | — | — | 50,910 | 783,504 | | | July 8, 2024 | — | — | — | — | — | — | 115,132 | 700,002 | | Jeffery Tolnar President, Former Interim Chief Executive Officer | — | 165,000 | 330,000 | 660,000 | — | — | — | — | — | | | February 27, 2024 | — | — | — | 19,494 | 38,987 | 77,974 | — | 600,009 | | | February 27, 2024 | — | — | — | — | — | — | 38,987 | 600,009 | | | July 8, 2024 | — | — | — | — | — | — | 32,895 | 200,001 | | Inez Lund Chief Accounting Officer | — | 75,000 | 150,000 | 300,000 | — | — | — | — | — | | | February 27, 2024 | — | — | — | 3,331 | 6,661 | 13,322 | — | 102,512 | | | February 27, 2024 | — | — | — | — | — | — | 6,661 | 102,512 | | | July 8, 2024 | — | — | — | — | — | — | 16,448 | 100,003 | | Mehgan Peetz Former Chief Legal Officer, Corporate Secretary | — | 127,500 | 255,000 | 510,000 | — | — | — | — | — | | | February 27, 2024 | — | — | — | 17,561 | 35,121 | 70,242 | — | 540,512 | | | February 27, 2024 | — | — | — | — | — | — | 35,121 | 540,512 | | | July 8, 2024 | — | — | — | — | — | — | 32,895 | 200,002 |

  69. 2024 Fiscal Year Grants of Plan-Based Awards

    | (1) Amounts in this column reflect the annual performance bonus opportunities for our Named Executive Officers under the AIP as of the beginning of the 2024 Fiscal Year. Later in 2024, the Compensation Committee revised the AIP opportunity for 2024, and capped the total payout under the AIP at 50% of the initially approved amounts. See the “Compensation Discussion and Analysis—2024 Fiscal Year AIP Annual Awards” section above for more information. |

  70. 2024 Fiscal Year Grants of Plan-Based Awards

    | (2) Amounts in this column reflect awards of PSUs granted to our Named Executive Officers under the LTIP in the 2024 Fiscal Year. |

  71. 2024 Fiscal Year Grants of Plan-Based Awards

    | (3) Amounts in this column reflect awards of RSUs granted to our Named Executive Officers under the LTIP in the 2024 Fiscal Year, as part of our LTI program, on February 27, 2024, or as Retention Equity Awards, which were granted to our Named Executive Officers during the summer of 2024. |

  72. 2024 Fiscal Year Grants of Plan-Based Awards

    | (4) Amounts in this column reflect the fair value of the applicable awards of RSUs and PSUs, computed in accordance with FASB ASC Topic 718. |

  73. Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2024 Fiscal Year

    Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2024 Fiscal Year

  74. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of December 31, 2024 with respect to the named executive officer.

  75. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Brandon Moss | July 17, 2023(3) | 41,183 | $227,742 | — | — | | | July 17, 2023(3) | — | — | 30,888 | $170,808 | | | February 27, 2024(4) | 142,950 | $790,514 | — | — | | | February 27, 2024(5) | — | — | 71,745 | $395,257 | | | August 1, 2024(6) | 353,130 | $1,952,809 | — | — | | Dominic Bardos | October 17, 2022(7) | 4,466 | $24,696 | — | — | | | October 17, 2022(7) | — | — | 13,398 | $74,090 | | | January 18, 2023(8) | 10,447 | $57,772 | — | — | | | January 18, 2023(9) | — | — | 15,671 | $86,658 | | | February 27, 2024(4) | 50,910 | $281,253 | — | — | | | February 27, 2024(5) | — | — | 25,455 | $140,766 | | | July 8, 2024(10) | 115,132 | $636,678 | — | — | | Jeffery Tolnar | March 31, 2021(11) | 3,594 | $19,875 | — | — | | | April 18, 2022(12) | 6,318 | $34,939 | — | — | | | April 18, 2022(13) | — | — | 18,954 | $104,816 | | | January 18, 2023(8) | 6,056 | $33,490 | — | — | | | January 18, 2023(9) | — | — | 9,085 | $50,237 | | | February 27, 2024(4) | 38,987 | $215,598 | — | — | | | February 27, 2024(5) | — | — | 19,494 | $107,799 | | | July 8, 2024(10) | 32,895 | $181,909 | — | — | | Inez Lund | April 18, 2022(12) | 4,296 | $23,758 | — | — | | | December 21, 2022(14) | 322 | $1,781 | — | — | | | January 18, 2023(8) | 2,059 | $11,386 | — | — | | | February 27, 2024(4) | 6,661 | $36,835 | — | — | | | February 27, 2024(5) | — | — | 3,331 | $18,418 | | | July 8, 2024(10) | 16,448 | $90,578 | — | — | | Mehgan Peetz(15) | — | — | — | — | — |

  76. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) The treatment of these awards upon certain termination and change in control events is described in the “Potential Payments Upon Termination or a Change in Control” section below. |

  77. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) The values in these columns are calculated based on the closing price of the Company’s Class A common stock on December 31, 2024, the last trading day of the 2024 Fiscal Year, which was $5.53. |

  78. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) On July 17, 2023, in connection with his commencement of employment, Mr. Moss was granted the following equity awards: (i) an award of 61,775 RSUs, one-third of which vested on the first anniversary of the grant date, with the remaining two-thirds vesting in substantially equal installments on each of the second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date; and (ii) an award of PSUs, which vests (x) fifty percent (50%) based on the Company’s compound annual revenue growth rate measured as of the last day of the three-year performance period ending on December 31, 2025 and (y) fifty percent (50%) based on the Company’s average gross profits during such performance period, in each case, subject to continued employment through the date the Compensation Committee certifies achievement of the performance criteria following the end of such performance period. Such award of PSUs can ultimately vest from 0% to 200% of target. The value of such award of PSUs shown in the table is based on achieving threshold performance. |

  79. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) Mr. Moss, Mr. Bardos, Mr. Tolnar and Ms. Lund were each granted an award of RSUs on February 27, 2024. Each such award vests in substantially equal installments on each of the first three anniversaries of March 4, 2024, subject to continued employment through the applicable vesting date. |

  80. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) Mr. Moss, Mr. Bardos, Mr. Tolnar and Ms. Lund were each granted an award of PSUs on February 27, 2024. Each such award vests after a three year performance period ending on December 31, 2026, subject to continued employment through the date the Compensation Committee certifies achievement of the following criteria: (i) fifty percent (50%) based on Net Revenue Growth CAGR targets, which will then be modified based upon Net Revenue Growth CAGR relative to the Company’s compensation peer group and (ii) the remaining fifty percent (50%) based upon Cumulative Adjusted Diluted EPS targets. Such award of PSUs can ultimately vest from 0% to 200% of target. The value of such awards of PSUs are shown in the table based on achieving threshold performance. |

  81. Outstanding Equity Awards at 2024 Fiscal Year End

    | (6) On August 1, 2024, Mr. Moss was granted an award of RSUs vesting two-thirds on August 13, 2026, and one-third on August 13, 2027, subject to continued employment through the applicable vesting date. |

  82. Outstanding Equity Awards at 2024 Fiscal Year End

    | (7) On October 17, 2022, Mr. Bardos was granted the following equity awards: (i) an award of 13,398 RSUs, vesting in ratable installments on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting date; and (ii) an award of PSUs, which vests (x) fifty percent (50%) based on the Company’s compound annual revenue growth rate measured as of the last day of the three-year performance period ending on December 31, 2024 and (y) fifty percent (50%) based on the Company’s average gross profits during such performance period, in each case, subject to continued employment through the date the Compensation Committee certifies achievement of the performance criteria following the end of such performance period. Such award of PSUs can ultimately vest from 0% to 200% of target. The value of such award of PSUs is shown in the table based on achieving target performance. |

  83. Outstanding Equity Awards at 2024 Fiscal Year End

    | (8) Mr. Bardos, Ms. Lund and Mr. Tolnar were each granted an award of RSUs on January 18, 2023. Each such award vests in substantially equal installments on each of the first three anniversaries of December 4, 2022, subject to continued employment through the applicable vesting date. |

  84. Outstanding Equity Awards at 2024 Fiscal Year End

    | (9) Mr. Bardos and Mr. Tolnar were each granted an award of PSUs on January 18, 2023. Each such award vests (i) fifty percent (50%) based on the Company’s compound annual revenue growth rate measured as of the last day of the three-year performance period ending on December 31, 2025 and (ii) fifty percent (50%) based on the Company’s average gross profits during such performance period, in each case, subject to continued employment through the date the Compensation Committee certifies achievement of the performance criteria following the end of such performance period. The awards of PSUs can ultimately vest from 0% to 200% of target. The value of such awards of PSUs are shown in the table based on achieving threshold performance. |

  85. Outstanding Equity Awards at 2024 Fiscal Year End

    | (10) On July 8, 2024, Mr. Bardos, Mr. Tolnar, and Ms. Lund were granted awards of RSUs vesting two-thirds on June 1, 2026, and one-third on June 1, 2027, subject to continued employment through the applicable vesting date. |

  86. Outstanding Equity Awards at 2024 Fiscal Year End

    | (11) On March 31, 2021, Mr. Tolnar was granted an award of RSUs, which vests 25% on each of the first four anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  87. Outstanding Equity Awards at 2024 Fiscal Year End

    | (12) Ms. Lund and Mr. Tolnar were each granted an award of RSUs on April 18, 2022. Each such award vests in substantially equal installments on each of the first three anniversaries of March 7, 2022, subject to continued employment through the applicable vesting date. |

  88. Outstanding Equity Awards at 2024 Fiscal Year End

    | (13) Mr. Tolnar was granted an award of PSUs on April 18, 2022. Each such award vests (i) fifty percent (50%) based on the Company’s compound annual revenue growth rate measured as of the last day of the three-year performance period ending on December 31, 2024 and (ii) fifty percent (50%) based on the Company’s average gross profits during such performance period, in each case, subject to continued employment through the date the Compensation Committee certifies achievement of the performance criteria following the end of such performance period. The awards of PSUs can ultimately vest from 0% to 200%. The value of such award of PSUs is shown in the table based on achieving target performance. |

  89. Outstanding Equity Awards at 2024 Fiscal Year End

    | (14) On December 21, 2022, Ms. Lund was granted an award of RSUs, which vests in substantially equal installments on each of December 4, 2023, 2024, and 2025, subject to continued employment through the applicable vesting date. |

  90. Outstanding Equity Awards at 2024 Fiscal Year End

    | (15) Ms. Peetz resigned from the Company effective August 23, 2024. As a result, all of her outstanding equity awards were forfeited, and no awards were outstanding as of December 31, 2024. |

  91. Pension Benefits

    Pension Benefits Our Named Executive Officers did not participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us. The Board or Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

  92. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our Named Executive Officers did not participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. The Board or Compensation Committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interest.

  93. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  94. Equity Awards

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the Executive for Good Reason (a “Qualifying Termination”) Not Within 24 Months Following Change in Control(2) | Qualifying Termination Within 24 Months Following Change in Control | Change in Control If No Assumption of Awards by Successor(3) | | Brandon Moss | | | | | | Cash Severance Payments(4) | — | $1,520,000 | $3,268,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $2,971,064 | $1,679,251 | $2,971,064 | $2,971,064 | | Unvested PSUs. | $245,624 | $0 | $1,132,129 | — | | COBRA Payments(6) | — | $37,074 | $37,074 | — | | Dominic Bardos | | | | | | Cash Severance Payments(4) | — | $475,000 | $831,250 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $1,000,681 | $600,768 | $1,000,681 | $1,000,681 | | Unvested PSUs. | $104,694 | $47,702 | $454,848 | — | | COBRA Payments(6) | — | $12,573 | $12,573 | — | | Jeffery Tolnar | | | | | | Cash Severance Payments(4) | — | $440,000 | $770,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $485,811 | $281,444 | $485,811 | $465,935 | | Unvested PSUs. | $69,425 | $67,499 | $316,073 | — | | COBRA Payments(6) | — | $12,573 | $12,573 | — | | Inez Lund | | | | | | Cash Severance Payments(4) | — | $300,000 | $450,000 | — | | Accelerated Vesting of Equity Awards:(5) | | | | | | Unvested RSUs. | $164,716 | $109,842 | $164,716 | $164,716 | | Unvested PSUs. | $6,139 | $0 | $36,834 | — | | COBRA Payments(6) | — | $8,759 | $8,759 | — |

  95. Equity Awards

    | (1) Information in this table assumes a termination or change in control date, as applicable, of December 31, 2024 and a price per share of our Class A common stock of $5.53 (the closing price of the Company’s Class A common stock on December 31, 2024, the last trading day of the 2024 Fiscal Year). |

  96. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are disclosing the pay ratio comparing the median of the annual total compensation of our employees other than Mr. Moss, our Chief Executive Officer as of December 31, 2024 (the date selected to identify the median employee, as further described below), and the annual total compensation of Mr. Moss. The pay ratio is calculated in a manner consistent with Item 402(u) of Regulation S-K. For the 2024 Fiscal Year:

  97. Chief Executive Officer Pay Ratio

    | • | The annual total compensation of the median employee identified at the median of all employees (other than Mr. Moss) was $67,671; |

  98. Chief Executive Officer Pay Ratio

    | • | The annual total compensation of Mr. Moss was $8,108,466; and |

  99. Chief Executive Officer Pay Ratio

    | • | The estimated ratio of the annual total compensation of Mr. Moss to the median annual total compensation of all other employees was approximately 120 to 1. |

  100. Chief Executive Officer Pay Ratio

    We selected December 31, 2024 as the date to determine the median employee. As of December 31, 2024, we had 1,290 employees globally, including 1,286 U.S. employees and four non-U.S. employees. In determining the identity of our median employee, we excluded our four non-U.S. employees, which in the aggregate represents less than 5% of our workforce. To identify the median employee we used federal taxable W-2 earnings, as determined from the Company’s payroll records for the twelve-month period ended December 31, 2024. Federal taxable W-2 earnings consist of cash compensation (including base salary, hourly wages, overtime pay, and annual incentive compensation) and other taxable earnings. We annualized the compensation for any employees who commenced work in 2024 and were employed as of December 31, 2024. In accordance with the rules set forth in Item 402(u) of Regulation S-K, we calculated the median employee’s annual total compensation for 2024 in the same manner as the calculation of Mr. Moss’s annual total compensation in the “Summary Compensation Table” above. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  101. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our Named Executive Officers for the years ended on December 31, 2024, December 31, 2023, December 31, 2022 and December 31, 2021.

  102. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO 1(1) | Compensation Actually Paid to PEO 1(1)(2) | Summary Compensation Table Total for PEO 2(3) | Compensation Actually Paid to PEO 2(3)(2) | Summary Compensation Table Total for PEO 3(4) | Compensation Actually Paid to PEO 3(4)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(5)(2) | Total Shareholder Return(6) | Peer Group Total Shareholder Return(6) | Net Income(7) | Adjusted EBITDA(8) | | 2024 | — | — | — | — | $8,108,466 | $2,340,259(9) | $1,810,537 | $(144,659)(9) | $16.30 | $30.73 | $24,127,000 | $99,084,000 | | 2023 | $4,477,834 | $301,159 | $2,217,300 | $1,180,717 | $5,560,030 | $3,239,960 | $2,512,152 | $1,086,518 | $45.80 | $47.53 | $39,974,000 | $173,391,000 | | 2022 | $4,712,152 | $8,885,983 | — | — | — | — | $1,074,313 | $1,160,674 | $72.71 | $64.56 | $127,611,000 | $92,989,000 | | 2021 | $3,684,742 | $2,916,141 | — | — | — | — | $1,847,832 | $1,795,895 | $71.62 | $67.78 | $(327,000) | $62,857,000 |

  103. Pay Versus Performance

    | (1) The name of the Principal Executive Officer of the Company (“PEO”) that is included as PEO 1 in these columns is Jason Whitaker. Mr. Whitaker served as Chief Executive Officer from January 2020 – March 15, 2023. |

  104. Pay Versus Performance

    | (2) In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. |

  105. Pay Versus Performance

    | (3) The name of the PEO that is included as PEO 2 in these columns is Jeffery Tolnar. Mr. Tolnar served as interim Chief Executive Officer from March 15, 2023 – July 17, 2023. |

  106. Pay Versus Performance

    | (4) The name of the PEO that is included as PEO 3 in these columns is Brandon Moss. Mr. Moss began serving as our Chief Executive Officer effective July 17, 2023. |

  107. Pay Versus Performance

    | (5) The names of each of the non-PEO Named Executive Officers reflected in these columns for each applicable fiscal year are as follows: (i) for the 2024 Fiscal Year, Dominic Bardos, Jeffery Tolnar, Inez Lund, and Mehgan Peetz; (ii) for the 2023 Fiscal Year, Dominic Bardos and Mehgan Peetz; (iii) for the 2022 Fiscal Year, Dr. Philip Garton, Kevin Hubbard, Dominic Bardos, Mehgan Peetz and Jeffery Tolnar; and (iv) for the 2021 Fiscal Year, Mehgan Peetz and Jeffery Tolnar. |

  108. Pay Versus Performance

    | (6) The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. |

  109. Pay Versus Performance

    The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our 2024 Annual Report to shareholders pursuant to Item 201(e) of Regulation S-K: MAC Global Solar Energy Index (SUNIDX).

  110. Pay Versus Performance

    | (7) Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable period. |

  111. Pay Versus Performance

    | (8) We have selected Adjusted EBITDA as our “Company Selected Measure.” We define Adjusted EBITDA as net income plus/(minus) (i) interest expense, (ii) interest income (iii) income tax expense, (iv) depreciation expense, (v) amortization of intangibles, (vi) payable pursuant to the TRA adjustment, (vii) gain on termination of the TRA, (viii) equity-based compensation, (ix) acquisition-related expenses, (x) wire insulation shrinkback expenses, and (xi) wire insulation shrinkback litigation expenses. See Appendix A for reconciliation of net income to Adjusted EBITDA. |

  112. Pay Versus Performance

    | (9) For the 2024 Fiscal Year, the “compensation actually paid” to the PEO and the average “compensation actually paid” to the non-PEO Named Executive Officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for the 2024 Fiscal Year, computed in accordance with Item 402(v) of Regulation S-K: |

  113. Pay Versus Performance

    | | PEO 3 | Average Non-PEO NEOs | | Total Compensation Reported in 2024 Summary Compensation Table | $8,108,466 | $1,810,537 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table | (6,600,000) | (1,313,272) | | Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested | 2,743,322 | 360,878 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | (1,372,225) | (477,484) | | Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024 | 0 | 0 | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date) | (539,304) | (160,855) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024 | 0 | (364,463) |

  114. Pay Versus Performance

    | | PEO 3 | Average Non-PEO NEOs | | Plus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for that Year) | 0 | 0 | | Total Adjustments | $(5,768,207) | (1,955,196) | | Compensation Actually Paid for the 2024 Fiscal Year | $2,340,259 | $(144,659) |

  115. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure In accordance with Item 402(v) of Regulation S-K, the Company is providing the following charts describing the relationships between the information presented in the table above. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Adjusted EBITDA Company TSR and Peer Group TSR

  116. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following are our most important performance measures used by us to link “compensation actually paid” to our Named Executive Officers to company performance for the 2024 Fiscal Year. The performance measures included are not ranked by relative importance.

  117. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes the compensation awarded or paid to the members of the Board for the 2024 Fiscal Year.

  118. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Brad Forth | $90,000 | $280,006 | $370,006 | | Peter Wilver(2) | $45,652 | $180,003 | $225,655 | | Ty Daul | $75,000 | $180,003 | $255,003 | | Toni Volpe | $75,000 | $180,003 | $255,003 | | Lori Sundberg | $90,000 | $180,003 | $270,003 | | Jeannette Mills | $75,000 | $180,003 | $255,003 | | Robert Julian | $100,000 | $180,003 | $280,003 | | Niharika Taskar Ramdev(3) | $29,347 | $131,041 | $160,388 | | Brandon Moss | — | — | — |

  119. DIRECTOR COMPENSATION

    | (1) Amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock awards that were granted to certain of our non-employee directors in the 2024 Fiscal Year. On May 2, 2024, Peter Wilver, Ty Daul, Toni Volpe, Lori Sundberg, Jeannette Mills and Robert Julian each received an award of 20,619 RSUs. Brad Forth received an award of 32,074 RSUs on May 2, 2024. Niharika Taskar Ramdev received an award of 25,594 RSUs on August 9, 2024, in connection with her appointment to the Board. Each such award of RSUs vests one-hundred percent (100%) on the date of the 2025 Annual Meeting, subject to continued service through such vesting date. The aggregate number of unvested and outstanding stock awards at fiscal year-end for each non-employee director is equal to the number of RSUs the director received in 2024, as noted above, except that Mr. Wilver forfeited his unvested RSUs upon his resignation from the Board. |

  120. DIRECTOR COMPENSATION

    | (2) Mr. Wilver resigned from the Board, effective August 9, 2024. His cash retainer is pro-rated for the period of time during 2024 that he served on the Board. He forfeited his equity award in connection with his resignation. |

  121. DIRECTOR COMPENSATION

    | (3) Ms. Ramdev was appointed to the Board, effective August 9, 2024. |

  122. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table On January 29, 2021, the Board adopted the Amended and Restated Non-Employee Director Compensation Policy for our non-employee directors (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, our non-employee directors are eligible to receive compensation for their service on the Board consisting of an annual cash retainer (and, if applicable, committee chairperson fees) and an annual award of RSUs granted under the LTIP. Effective as of May 2, 2024, the Board amended and restated the Director Compensation Policy to increase the value of the annual RSU award granted to our non-employee directors from $160,000 to $180,000. During the 2024 Fiscal Year, the Director Compensation Policy provided for the following: Each non-employee director receives an annualized cash retainer of $75,000, paid in four equal quarterly installments, and prorated for any partial year of service on the Board. Each non-employee director who is a chairperson of a committee of the Board is entitled to additional cash compensation for such service, paid in four equal quarterly installments and prorated for any partial year of service, as follows: (i) $25,000 for the chairperson of the Audit Committee, (ii) $15,000 for the chairperson of the Compensation Committee, and (iii) $15,000 for the chairperson of the Nominating and Corporate Governance Committee. Each non-employee director also receives an annual award of RSUs granted under the LTIP on or about the date of our annual meeting of shareholders, which will vest on the date of the annual meeting of shareholders in the subsequent year, subject to continued service through such date. The grant date fair market value of each such annual RSU award will equal approximately $180,000. In the event a new non-employee director is elected or appointed to the Board, such director will be eligible to receive an annual RSU award for the year of election or appointment, as applicable, which will vest on the date of the first Company annual meeting of shareholders to occur immediately following the applicable grant date, subject to continued service through such date, and prorated based on the number of days served during the period commencing as of the date of the Company annual meeting of shareholders that occurred immediately prior to the applicable grant date and ending on the applicable vesting date. As of January 1, 2024, the Chairman of the Board is entitled to receive an additional annual RSU award with a grant date fair market value equal to approximately $100,000. Our directors are eligible to be reimbursed for reasonable out-of-pocket expenses incurred to attend meetings or otherwise perform their duties consistent with service on the Board. Our directors are also entitled to the protection provided by the indemnification provisions in our Bylaws. The Board may revise the compensation arrangements for our directors from time to time.