DEF 14A of Array Technologies, Inc., Apr 8, 2025

DEF 14A of Array Technologies, Inc.

Filed Apr 8, 2025 · FY20240001140361-25-012865

Open on EDGAR

  1. Admission

    | Compensation of Directors | 22 | | 2024 Director Compensation Program | 22 | | 2024 Director Compensation | 22 | | Sustainability Matters | 23 | | EXECUTIVE OFFICERS | 24 | | Executive Officer Biographies | 24 | | COMPENSATION DISCUSSION AND ANALYSIS | 27 | | Executive Officer Transitions | 27 | | Fiscal 2024 Considerations | 28 | | Compensation Best Practices and Policies | 29 | | The Role of Our Human Capital Committee | 29 | | The Role of Management | 30 | | The Role of the Compensation Consultant | 30 | | Compensation Philosophy and Objectives | 31 | | Considerations | 31 | | Company Results | 31 | | Competitive Benchmarking | 32 | | Components of Our Executive Compensation Program | 32 | | Base Salaries | 33 | | Annual Incentive Bonuses | 34 | | 2024 Plan Design | 34 | | Goals and Metrics | 35 | | Six-Month LIP | 35 | | Evaluation of Performance Results | 36 | | Final 2024 Bonus Determination | 36 | | Long-Term Stock Incentive Awards | 36 | | 2024 Long-Term Incentive Award Grants | 37 | | RSUs | 37 | | PSUs | 38 | | Severance Agreements | 39 | | Retirement Benefits | 39 | | Deferred Compensation Plan | 39 | | Perquisites and Other Compensation and Benefits | 39 | | Stock Ownership Guidelines | 40 | | Assessment of Risk and Recovery of Compensation | 40 | | Policies and Practices Related to Timing of Equity Grants | 40 | | Human Capital Committee Report | 41 | | Summary Compensation Table | 42 | | Grants of Plan-Based Awards During 2024 | 43 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 43 | | Outstanding Equity Awards at Year End | 44 | | Option Exercises and Stock Vested During 2024 | 45 |

  2. Admission

    | Potential Payments upon Termination or Change in Control | 45 | | Executive Severance Plan | 45 | | Equity Award Agreements | 46 | | Payments and Benefits in Connection with Mr. Wood’s Separation | 47 | | Potential Payments Table | 48 | | Pay-Versus-Performance | 49 | | Relationship between Compensation Actually Paid and Performance Measures | 50 | | Financial Performance Measures | 51 | | CEO Pay Ratio | 51 | | Equity Compensation Plans | 52 | | AUDIT COMMITTEE REPORT | 53 | | DELINQUENT SECTION 16(a) REPORTS | 54 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 55 | | Limitation of Liability and Indemnification of Officers and Directors | 55 | | Review, Approval or Ratification of Transactions with Related Persons | 55 | | PROPOSAL NO. 1—ELECTION OF DIRECTORS | 56 | | PROPOSAL NO. 2—RATIFICATION OF THE COMPANY’S SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 58 | | Principal Accountant Fees and Services | 58 | | PROPOSAL NO. 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 59 | | GENERAL MATTERS | 60 | | Code of Business Conduct and Corporate Governance Guidelines | 60 | | Availability of Certain Documents | 60 | | Stockholder Proposals and Nominations | 60 | | Contacting the Board | 61 | | Other Matters | 61 | | How to Access the Annual Meeting | 61 | | Annual Report on Form 10-K | 61 | | Forward-Looking Statements | 62 | | APPENDIX A | A-1 |

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the names and certain other information for each of our directors and director nominees as of March 31, 2025. We have included additional information about each director’s background, skills and experience under “Management and Corporate Governance—Director Biographies” below.

  4. BOARD OF DIRECTORS

    | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | OCCUPATION | AUDIT COMMITTEE | HUMAN CAPITAL COMMITTEE | NOMINATING & CORPORATE GOVERNANCE COMMITTEE | | Paulo Almirante(1) | 60 | 2021 | | Group COO & SVP at Engie | | | | | Troy Alstead(2) | 62 | 2020 | | Founder and President Table 47 and Ocean5 | (6) | | | | Orlando D. Ashford(2) | 56 | 2020 | | Interim CEO at National Black MBA Association | | (6) | | | Brad Forth(3)(4) | 60 | 2020 | | Senior Partner and Founder at Neos Partners | | | (6) | | Kevin Hostetler(3) | 56 | 2022 | | CEO of Array Technologies, Inc. | | | | | Jayanthi Iyengar(5) | 63 | 2021 | | EVP Chief Sourcing Officer at Oshkosh | | | | | Tracy Jokinen(5) | 56 | 2022 | | Retired executive | | | | | Bilal Khan(2) | 44 | 2021 | | Senior Managing Director at Blackstone | | | | | Gerrard Schmid(3) | 56 | 2021 | | Retired executive | | | |

  5. BOARD OF DIRECTORS

    | 1. | Mr. Almirante will not be standing for re-election and will be retiring from the Board as of the date of the Annual Meeting. |

  6. BOARD OF DIRECTORS

    | 2. | Class I director. |

  7. BOARD OF DIRECTORS

    | 3. | Class III director. |

  8. BOARD OF DIRECTORS

    | 4. | Board chair. |

  9. BOARD OF DIRECTORS

    | 5. | Class II director, nominated for re-election at the 2025 Annual Meeting of Stockholders. See Proposal 1. |

  10. BOARD OF DIRECTORS

    | 6. | Committee chair. |

  11. BOARD OF DIRECTORS

    | ARRAY TECHNOLOGIES | 2 | 2025 PROXY STATEMENT |

  12. DIRECTOR BIOGRAPHIES

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

  13. CLASS II DIRECTOR NOMINEES

    CLASS II DIRECTOR NOMINEES

  14. CLASS II DIRECTOR NOMINEES

    | | Jayanthi (Jay) Iyengar Independent Director | | AGE: 63 | Jayanthi (Jay) Iyengar has served on our Board since May 2021. Ms. Iyengar has served as Executive Vice President and Chief Technology and Strategic Sourcing Officer for the Oshkosh Corporation, a global industrial technology company specializing in the design, development and manufacturing of purpose-built vehicles and equipment, since January 2022. Prior to joining the Oshkosh Corporation, Ms. Iyengar served as Chief Technology and Quality Officer for CNH Industrial N.V., a designer, manufacturer and marketer of agricultural machinery and construction equipment, from 2019 to January 2022. Prior to that, Ms. Iyengar served as Senior Vice President and Chief Innovation & Technology Officer for Xylem Inc., a water technology provider, from 2015 to 2019. Ms. Iyengar has over 30 years of international technology experience in the automotive, aerospace and advanced water technology fields, much of which she gained through roles of increasing importance with Fiat Chrysler Automobiles, Eaton Aerospace and Xylem Inc. after starting her career in product development for Delphi/General Motors in 1988. Ms. Iyengar holds a BTech in Mechanical Engineering from Mysore University, an MTech in Mechanical Engineering from the Indian Institute of Technology, as well as an MS in Mechanical Engineering from Wayne State University. She has also served on the board of the Institute of Electrical & Electronics Engineers Vehicular Technology Society and is a current board member of Engineering Tomorrow, a non-profit focused on promoting STEM education for underprivileged minority high school students. Ms. Iyengar was nominated to serve on our Board because of her expertise in the areas of technology and engineering. | | DIRECTOR SINCE: 2021 | |

  15. CLASS II DIRECTOR NOMINEES

    | | Tracy Jokinen Independent Director | | AGE: 56 | Tracy Jokinen has served on our Board since November 2022. She has over 30 years of finance and accounting experience across various global industries, where she focused on accelerating growth in her role as Chief Financial Officer for both public and private companies. Most recently, Ms. Jokinen was Chief Financial Officer of Vyaire Medical, Inc., a large medical device company from March 2020 to her retirement in January 2022. She previously held the Chief Financial Officer role at Acelity Inc. from June 2017 until its acquisition by 3M in October 2019. She also served as Chief Financial Officer of G&K Services, Inc., a publicly traded company, which was acquired by Cintas in 2017, from 2014 to 2017. Prior to joining G&K Services, Ms. Jokinen spent most of her career with Valspar Corporation, a global manufacturing company, serving as Corporate Controller and Chief Accounting Officer for four years. Ms. Jokinen currently sits on the board of directors at Alamo Group Inc. and Vestis Corp, both publicly listed companies, as well as privately held companies Horton Technologies and Candela Medical, Inc. She holds a BS in Accounting from St. Cloud State University. Ms. Jokinen was nominated to serve on our Board because of her financial experience with publicly traded companies. | | DIRECTOR SINCE: 2022 | |

  16. CLASS II DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 16 | 2025 PROXY STATEMENT |

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

    CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

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

    | | Paulo Almirante Independent Director | | AGE: 60 | Paulo Almirante has served on our Board since August 2021 and has more than 25 years of experience in the energy business, working in various positions in the development, construction and management of wind, hydro, solar, coal and gas assets. Mr. Almirante has served as the Chief Operating Officer for the Engie Group, a multinational electric utility company, since July 2018 and was appointed Senior Executive Vice President in charge of Renewables, Nuclear and Energy Management and Trading in February of 2021. Mr. Almirante served as Executive Vice President of the Engie Group and member of the Executive Committee responsible for the Brazil, Middle East, South and Central Asia and Turkey; North, South and Eastern Europe; and General Europe Business Units from May 2016 until May 2019. Mr. Almirante was also responsible for the Group Corporate Societal and Environmental Responsibility Department of Engie Group until May 2019. From January 2016 to April 2018, Mr. Almirante was the Chief Executive Officer of Generation Europe for the Engie Group. Mr. Almirante started working in 1991 for EDP in Portugal moving to National Power in the UK in 1996. As of 2000, he became Director of various companies in Portugal and Spain and from 2005 to 2013 he was the International Power Regional Director for Iberia. In 2011, Mr. Almirante was also appointed Chief Operating Officer for GDF Suez Latin America based in Brazil and from 2013 to 2015 he was President of Energy Europe Portugal and Chief Executive Officer of TrustEnergy. Mr. Almirante serves on the board of directors for Engie SA, Engie Brasil Energia SA, and National Central Cooling Co. PJSC, all publicly listed companies. Mr. Almirante holds an MSc in Mechanical Engineering from IST – Technical University of Lisbon, a Diploma in Management Studies from the Catholic University of Lisbon and undertook the Global Leadership Development Program at London Business School. Mr. Almirante was a member of the Advisory Committee of the Portuguese Energy Regulator and the Vice-President of the Portuguese Association of Electricity Industry. Mr. Almirante was previously nominated to serve on our Board because of his extensive expertise in the energy industry, particularly in international markets. Mr. Almirante will be retiring from our Board as of the date of the Annual Meeting and will not be standing for re-election. | | DIRECTOR SINCE: 2021 | |

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

    | ARRAY TECHNOLOGIES | 17 | 2025 PROXY STATEMENT |

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

    | | Troy Alstead Independent Director | | AGE: 62 | Troy Alstead has served on our Board since October 2020. Mr. Alstead is the founder and President of Table 47 and Ocean5, concepts opened in 2017 for dining, entertainment and events. In February 2016, Mr. Alstead retired from Starbucks Corporation, an American coffee company and coffeehouse chain, after 24 years with the company, having most recently served as Chief Operating Officer. Mr. Alstead served as Chief Operating Officer beginning in 2014. From 2008 to 2014, Mr. Alstead served as that company’s Chief Financial Officer and Chief Administrative Officer. Additionally, Mr. Alstead served as Group President from 2013 until his promotion to Chief Operating Officer. Mr. Alstead joined Starbucks in 1992 and over the years served in a number of operational, general management, and finance roles. Mr. Alstead spent a decade in Starbucks’ international business, including roles as Senior Leader of Starbucks International, President Europe/Middle East/Africa headquartered in Amsterdam, and Chief Operating Officer of Starbucks Greater China, headquartered in Shanghai. Mr. Alstead is also a member of the board of directors of publicly traded companies Heritage Distilling Holding Company, Inc., Levi Strauss & Co., and Harley-Davidson, Inc., along with the board of directors of the privately held OYO Global. Mr. Alstead also serves on the advisory council of EarthLab, an initiative of the College of the Environment at the University of Washington. Mr. Alstead earned a BA in Business Administration from the University of Washington. Because of his expertise in the areas of finance and operations, Mr. Alstead is well qualified to serve on our Board. | | DIRECTOR SINCE: 2020 | |

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

    | ARRAY TECHNOLOGIES | 18 | 2025 PROXY STATEMENT |

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

    | | Orlando D. Ashford Independent Director | | AGE: 56 | Orlando D. Ashford has served on our Board since October 2020. Mr. Ashford currently serves as the Interim Chief Executive Officer of the National Black MBA Association, a non-profit organization dedicated to the enhancement and development of educational and economic empowerment for African Americans, a role he has held since February 2025. Prior to that, Mr. Ashford served as the Chief People Officer of Fanatics Holdings, Inc., a global sporting company, from October 2022 to February 2025 and Executive Chairman of Azamara Cruises, a worldwide cruise line company, from March 2021 to October 2022. From December 2014 to June 2020, Mr. Ashford served as President of the Holland America Line Inc. at Carnival plc, where he oversaw Holland America Line’s sales and marketing, revenue management deployment and itinerary planning, public relations, hotel operations and strategy. From 2012 to 2014, Mr. Ashford was the President of the Talent business segment at Mercer LLC and Mercer Inc., a global consulting leader and subsidiary of Marsh & McLennan Companies, and from 2008 to 2012, Mr. Ashford served as the Senior Vice President, Chief Human Resources and Communications Officer for Marsh & McLennan Companies, Inc. Prior to joining Marsh & McLennan Companies, Inc., Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. Mr. Ashford has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford chairs the board of directors for the Perrigo Company plc and serves on the board of State Farm Life and Fire. Mr. Ashford has been honored as a Purdue University School of Technology Distinguished Alumnus and received the Seattle Business Magazine 2019 Executive Excellence Award. Mr. Ashford holds a BS and MS in Organizational Leadership and Industrial Technology from Purdue University. Because of his extensive experience serving on public company boards and his experience in addressing talent, culture and human capital issues at the executive level, Mr. Ashford is well qualified to serve on our Board. | | DIRECTOR SINCE: 2020 | |

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

    | ARRAY TECHNOLOGIES | 19 | 2025 PROXY STATEMENT |

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

    | | Brad Forth Independent Director and Board Chair | | AGE: 60 | Brad Forth has served as our Board Chair since October 2020 and as the Chair of our predecessor entity since July 2016. Mr. Forth has spent his entire career in the energy industry. Mr. Forth is a Senior Partner at Neos Partners, an investment firm he co-founded in June 2022 focusing on partnering with operating companies within the energy transition and critical infrastructure value chains. Mr. Forth was a Managing Director at Oaktree from 2009 to 2016, after which he served as a Senior Advisor to Oaktree’s GFI Energy Group until March 2021, where he helped the team anticipate growth opportunities in the power, utility and energy sectors, and invest its capital in leading companies, helping management teams to accelerate the growth of their businesses. Mr. Forth had previously been a partner at GFI Energy Group from 2006 to 2009. During his time at Oaktree, and while serving as the Chairman of our Board, Mr. Forth served as our interim Chief Executive Officer for a portion of 2018. Mr. Forth began his career as a design engineer at Power Measurement, Inc. in 1988, where he was responsible for pioneering research in the field of digital power metering and energy management systems. Mr. Forth remained at Power Measurement in various capacities for 18 years, the last nine as its Chief Executive Officer from 1996 to 2005. Mr. Forth is currently the chairman of the board of directors for Shoals Technologies Group, Inc., a publicly listed company, and has been a member of its board since 2017. Mr. Forth received a Bachelor of Electrical Engineering degree from the University of Victoria in Canada. Mr. Forth was a winner of the 2002 Ernst and Young award for “Pacific Entrepreneur of the Year – Technology and Communications” and has been a member of Young Presidents’ Organization since 1998. Because of his long history and expertise in the energy industry, Mr. Forth is well qualified to serve on our Board. | | DIRECTOR SINCE: 2020 | |

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

    | | Kevin Hostetler Director and Chief Executive Officer | | AGE: 56 | Kevin Hostetler has been our CEO since April 2022. He has over 25 years of global industrial business leadership experience having transformed multiple engineered products and services companies throughout his career. Prior to Array, Mr. Hostetler served as Chief Executive Officer at Rotork, a market-leading global provider of mission-critical flow control and instrumentation solutions, where he led the company’s Growth Acceleration Program which drove improved margins, capital efficiency and commercial excellence. Prior to joining Rotork in February 2018, Mr. Hostetler served as Chief Executive Officer of FDH Velocitel starting in November 2014, leading the engineering and construction services provider through a series of acquisitions to support improvement of aging critical infrastructure, such as bridges, dams, and transmission towers. He was Executive Advisor to Wind Point Partners, a private equity firm focused on growth capital investments and leveraged buyouts in middle-market companies from March 2012 to November 2014. He held ascending leadership roles from 2007 to 2012 at IDEX Corporation, where he served as an officer of the company and the Group President of the Fluid and Metering Technologies Segment and IDEX Asia, which includes operating platforms in energy, water, chemical, food and agriculture. Mr. Hostetler also spent seven years at Ingersoll Rand in progressive P&L leadership and business development roles within the Industrial Technologies Segment. Mr. Hostetler has served on the supervisory board of Esdec Solar Group since January 2023. Mr. Hostetler has a BS in Finance from King’s College and an MBA from New York University-Leonard N. Stern School of Business. Because of his extensive senior leadership experience and comprehensive knowledge of our business, Mr. Hostetler is well qualified to serve on our Board. | | DIRECTOR SINCE: 2022 | |

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

    | ARRAY TECHNOLOGIES | 20 | 2025 PROXY STATEMENT |

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

    | | Bilal Khan Independent Director | | AGE: 44 | Bilal Khan is a Senior Managing Director at Blackstone Inc., a leading global private equity firm and energy private equity investing franchise. Since joining Blackstone in 2009, Mr. Khan has been involved in the execution of several Blackstone investments, including various Sithe Global investments, Fisterra Energy, Transmission Developers Inc., Aypa Power, Onyx Renewable Partners, Legence, Xpansive, Lancium Inc., Trystar LLC, and Kindle Energy LLC. Before joining Blackstone, Mr. Khan was an Associate at GTCR Golder Rauner, where he was involved with the analysis and execution of private equity investments in a wide range of industries. Prior to that, Mr. Khan worked in the Mergers and Acquisitions department at Lazard Frères focused on Power & Utilities clients. Mr. Khan received a BS in Applied Economics from Cornell University, where he graduated magna cum laude. He also received an MBA from the Wharton School of the University of Pennsylvania and an MA in International Studies from the University of Pennsylvania. Because of his expertise in the energy, utility and industrials sectors, Mr. Khan is well qualified to serve on our Board. | | DIRECTOR SINCE: 2021 | |

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

    | | Gerrard Schmid Independent Director | | AGE: 56 | Gerrard Schmid has served on our Board since August 2021. Mr. Schmid has more than 20 years of leadership experience in banking, payments, and financial technology. Mr. Schmid currently serves on the board of directors of Ingenico, an Apollo private equity portfolio company that is a global leader in payments point of sale terminals and associated software and services, where he also served as interim co-CEO from January 2023 to April 2023. Previously Mr. Schmid served as Chief Executive Officer of Diebold Nixdorf Inc., a multinational company that produces, installs and services hardware and software systems for the banking, retail and electric vehicle infrastructure sectors, from February 2018 to March 2022. From 2012 to 2017, Mr. Schmid served as Chief Executive Officer of D+H Corporation, a global fintech company based in Canada, where he was Chief Operating Officer from 2009 to 2012. In addition, Mr. Schmid was President and Chief Executive Officer of D+H’s Filogix business unit, a mortgage and real estate technology service provider, from 2007 to 2009. Prior to that, he held senior executive roles in banking in the UK and Canada and spent several years at McKinsey & Company, a global management consulting firm, where he focused on financial services and technology. Mr. Schmid currently serves on the board of directors of Computershare Limited, a publicly listed company and global leader in transfer agency, employee equity plans, mortgage servicing, proxy solicitation, stakeholder communications, and other diversified financial and governance services. Mr. Schmid also previously served on the board of ISACA, an international professional association focused on IT governance, and cybersecurity certification and training. Mr. Schmid holds a B.Sc. in Aeronautical Engineering from the University of Witwatersrand, South Africa, and a MASc in Aerospace Engineering from the University of Toronto. Because of his experience as a chief executive officer and his global perspective, Mr. Schmid is well qualified to serve on our Board. | | DIRECTOR SINCE: 2021 | |

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

    | ARRAY TECHNOLOGIES | 21 | 2025 PROXY STATEMENT |

  30. Compensation of Directors

    Compensation of Directors The Human Capital Committee reviews annually the regular annual retainers paid to non-employee directors. As part of this process, the Human Capital Committee evaluates market data provided by its independent compensation consultant, Pay Governance LLC (“Pay Governance”), and makes recommendations to the full Board as necessary. No changes were made to our director compensation program in 2024. Our CEO, Mr. Hostetler, does not receive pay for serving as a director.

  31. 2024 Director Compensation Program

    2024 Director Compensation Program Our current director compensation program for non-employee directors is generally comprised of an annual cash retainer for service on the Board and as a committee chairperson and an annual stock retainer. The retainers for 2024 were as follows:

  32. 2024 Director Compensation Program

    | POSITION | RETAINER ($) | | Annual Base Retainer | | | Cash | 75,000 | | Equity | 170,000 | | Annual Committee Retainers (Cash) | | | Audit Committee Chair | 25,000 | | Human Capital Committee Chair | 17,500 | | Nominating and Corporate Governance Committee Chair | 15,000 | | Board Chair Retainer (Cash) | 100,000 |

  33. 2024 Director Compensation Program

    All cash retainers are paid in quarterly installments and prorated for any partial year of service. The annual equity retainer is paid at the time of our annual stockholder meeting in the form of RSUs that vest in full on the first anniversary of the grant date, subject to continued service on the Board through the vesting date. For 2024, the number of RSUs underlying each annual stock grant to non-employee directors was 15,301, which was determined by dividing $170,000 by the per share closing price of our common stock on the grant date. Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our Bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

  34. 2024 Director Compensation

    2024 Director Compensation The following table summarizes the compensation awarded or paid to the members of our Board for the year ended December 31, 2024. Mr. Hostetler, our CEO, did not receive additional compensation for his service on our Board, and, consequently, he is not included in this table. The compensation that Mr. Hostetler received as an employee during 2024 is included in the “Summary Compensation Table” below.

  35. 2024 Director Compensation

    | NAME | FEES PAID IN CASH ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL ($) | | Paulo Almirante(2) | 75,000 | 170,000 | — | 245,000 | | Troy Alstead | 100,000 | 170,000 | — | 270,000 | | Orlando Ashford | 92,500 | 170,000 | — | 262,500 | | Brad Forth | 190,000 | 170,000 | — | 360,000 | | Jayanthi Iyengar | 75,000 | 170,000 | — | 245,000 | | Tracy Jokinen | 75,000 | 170,000 | — | 245,000 | | Bilal Khan(3) | 75,000 | — | 90,182(4) | 165,182 | | Gerrard Schmid | 75,000 | 170,000 | — | 245,000 |

  36. 2024 Director Compensation

    | 1. | Represents the aggregate grant date fair value of RSUs with respect to shares of the Company’s common stock granted in 2024, computed in accordance with FASB ASC Topic 718. The grant date fair value of the awards is determined using the closing price of our common stock on the date of grant. Please see Note 18 “Equity-Based Compensation and Other Benefit Plans” in our consolidated financial statements for the year ending December 31, 2024, included in our Annual Report on Form 10-K for additional details regarding assumptions underlying the value of these awards |

  37. 2024 Director Compensation

    | ARRAY TECHNOLOGIES | 22 | 2025 PROXY STATEMENT |

  38. 2024 Director Compensation

    | 2. | Mr. Almirante’s service as a member of our Board will end effective as of the 2025 Annual Meeting. |

  39. 2024 Director Compensation

    | 3. | Mr. Khan was appointed to our Board in connection with Blackstone’s purchase of our Series A Perpetual Preferred Stock under a Securities Purchase Agreement (the “SPA”), dated August 10, 2021, between the Company and BCP Helios Aggregator L.P., an investment vehicle of funds associate with Blackstone, Inc. The SPA stipulated that all compensation paid to the Blackstone nominee for service on our Board is to be paid in cash. As a result, Mr. Khan did not receive any stock awards in 2024, and he was instead awarded “phantom” RSUs with a grant date fair value of $170,000 and payable in cash based upon the Company’s stock price on the vesting date, which is on the first anniversary of the grant date. In accordance with the terms of the SPA, as of March 31, 2025, Blackstone no longer has registration rights, Board observer rights or the right to designate a nominee for election to our Board. |

  40. 2024 Director Compensation

    | 4. | Represents phantom RSUs with a grant date of May 23, 2023 and a grant date fair value of $170,000, which were payable in cash based upon the Company’s stock price on the vesting date of May 23, 2024. |

  41. FISCAL 2024 CONSIDERATIONS

    FISCAL 2024 CONSIDERATIONS In mid-year 2024, the Human Capital Committee reviewed management projections for the second half of 2024 against the previously determined goals under the 2024 Leadership Incentive Plan (the “2024 LIP”), our annual cash incentive bonus program. The Human Capital Committee concluded that, despite results for the first half of 2024 that were in line with management expectations, the full-year financial outcome was expected to result in a payout under the 2024 LIP of 35% of the target amount. This forecasted outcome at the time of the Human Capital Committee’s mid-year review was driven by continued macroeconomic pressures and uncertainties facing our business, including the interest rate environment, uncertainty regarding the Inflation Reduction Act, local permitting backlogs, and other factors further described in our Annual Report under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results of Operations.” As a result, the Human Capital Committee determined that the 2024 LIP, as originally developed, would not effectively serve its goal of incentivizing the performance and retention of our Named Executive Officers and other key employees. The ongoing successful execution of our business strategy is critical to Array’s overall success and depends upon our executive officers, including the NEOs, delivering strong performance. The Human Capital Committee was also mindful that over the past several years, the Company’s performance had not met the performance thresholds needed for the vesting of the PSUs granted to our NEOs under our 2020 Long-Term Incentive Plan (the “LTIP”). As a result, no PSUs granted to any of our executive officers have vested since the inception of the LTIP. In order to incentivize focus, engagement and execution of our goals through the second half of 2024, the Human Capital Committee determined to make the following modifications to the 2024 LIP:

  42. FISCAL 2024 CONSIDERATIONS

    | • | Reduced the 200% overall cap on any cumulative payouts under the 2024 LIP and Six-Month LIP financial goals to a cap of 95% of target on a full-year basis. |

  43. FISCAL 2024 CONSIDERATIONS

    The Human Capital Committee believed that the recalibrated financial goals for Six-Month LIP would focus the executive officers on challenging but achievable performance metrics, given the macroeconomic pressures facing our business, and continue to encourage dedicated corporate and individual performance throughout the remainder of 2024. Additionally, to further encourage retention and align our executives’ interests with those of our stockholders, in September 2024, the Human Capital Committee authorized a one-time supplemental grant of RSUs (the “Supplemental RSU Grant”) for each of our executive officers, including our currently employed NEOs, which will vest as to 66 2/3% of the RSUs on the second anniversary of the grant date and as to 33 1/3% of the RSUs on the third anniversary of the grant date, generally subject to the executive’s continued employment through the applicable vesting date. The Human Capital Committee did not make any intra-period adjustments to the performance metrics under our outstanding PSUs.

  44. THE ROLE OF OUR HUMAN CAPITAL COMMITTEE

    | • | approving the composition of the Company’s peer group used for market comparison for executive compensation; |

  45. THE ROLE OF OUR HUMAN CAPITAL COMMITTEE

    | • | reviewing and making recommendations to the Board regarding employment agreements and any severance arrangements or plans for the CEO or other executive officers, including the ability to adopt, amend, and terminate such agreements, arrangements or plans; |

  46. THE ROLE OF OUR HUMAN CAPITAL COMMITTEE

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

  47. THE ROLE OF THE COMPENSATION CONSULTANT

    THE ROLE OF THE COMPENSATION CONSULTANT The Human Capital Committee has the authority, in its sole discretion, to retain and terminate compensation consultants, outside legal counsel and other advisors as it deems necessary to fulfill its duties and responsibilities under its charter. The Human Capital Committee retained Pay Governance to serve as its independent compensation consultant for 2024. Pay Governance was engaged to provide analysis and recommendations to the Human Capital Committee regarding: (i) trends and emerging topics with respect to executive compensation; (ii) peer group selection for executive compensation benchmarking; (iii) compensation practices of our peer group; (iv) compensation offers and programs for our executive officers (including our CEO), non-employee director programs, and equity-based compensation programs for our employees; and (v) stock utilization and related metrics. The Human Capital Committee has the sole authority to modify or approve Pay Governance’s compensation, determine the nature and scope of its services, evaluate its performance, terminate its engagement, and hire a replacement or additional consultant at any time. No other consulting firm made recommendations to the Human Capital Committee or to management on the peer group composition or on the form, amount or design of executive compensation in 2024. Pay Governance consultants regularly attend meetings of the Human Capital Committee, including executive sessions in which executive compensation related matters are discussed without the presence of management. In 2024, Pay Governance attended all regularly scheduled and special meetings of the Human Capital Committee. Pay Governance reports to the Human Capital Committee and not to company management, although Pay Governance meets with management for purposes of gathering information for its analyses and recommendations. The Human Capital Committee conducted its annual review of its compensation consultant’s independence in May of 2024 and concluded that Pay Governance is independent and that Pay Governance’s work for the Human Capital Committee does not raise any conflicts of interest.

  48. THE ROLE OF THE COMPENSATION CONSULTANT

    | ARRAY TECHNOLOGIES | 30 | 2025 PROXY STATEMENT |

  49. Competitive Benchmarking

    Competitive Benchmarking Our Human Capital Committee considers competitive industry data in making executive pay determinations and utilizes an executive compensation benchmarking peer group of companies (“compensation peer group”) comprised of companies our Human Capital Committee considers to be appropriate for benchmarking compensation based on comparability in company size (determined by reference to market capitalization, revenue, and other selected metrics), growth trajectory and industry fit. For the year ended December 31, 2024, the compensation peer group included 17 companies:

  50. Competitive Benchmarking

    | • | Enphase Energy, Inc.; |

  51. Competitive Benchmarking

    | • | ESCO Technologies Inc.; |

  52. Competitive Benchmarking

    | • | First Solar, Inc.; |

  53. Competitive Benchmarking

    | • | Fluence Energy, Inc.; |

  54. Competitive Benchmarking

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

  55. Competitive Benchmarking

    | • | FTC Solar, Inc.; |

  56. Competitive Benchmarking

    | • | Generac Holdings Inc.; |

  57. Competitive Benchmarking

    | • | Gibraltar Industries, Inc.; |

  58. Competitive Benchmarking

    | • | Lindsay Corporation; |

  59. Competitive Benchmarking

    | • | Littelfuse, Inc.; |

  60. Competitive Benchmarking

    | • | Nextracker, Inc.; |

  61. Competitive Benchmarking

    | • | Power Integrations, Inc.; |

  62. Competitive Benchmarking

    | • | Shoals Technologies Group, Inc.; |

  63. Competitive Benchmarking

    | • | SolarEdge Technologies, Inc.; |

  64. Competitive Benchmarking

    | • | SunPower Corporation; |

  65. Competitive Benchmarking

    | • | Sunrun Inc.; and |

  66. Competitive Benchmarking

    | • | The Timken Company. |

  67. Competitive Benchmarking

    For 2025, the compensation peer group was reviewed and evaluated by the Human Capital Committee with the input of Pay Governance. Based on an analysis by Pay Governance, the Human Capital Committee decided to remove First Solar, Inc., Generac Holdings Inc., and SunPower Corporation from the compensation peer group for 2025 and add American Superconductor Corporation, Helios Technologies, Inc., and Rogers Corporation. The Human Capital Committee will review and refine the compensation peer group periodically to reflect Array’s size, growth, evolving business model and other relevant factors.

  68. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | • | annual incentive bonuses; and |

  69. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | • | long-term stock-based incentive compensation, including supplemental grants of stock-based incentive compensation. |

  70. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    Each of our NEOs is also provided with severance protections, including “double trigger” severance in connection with a change in control of the Company. For 2024, the target pay mix for our CEO and for all other NEOs was predominantly comprised of at-risk compensation, as the overwhelming majority of target pay was in the form of the annual bonus opportunity and long-term stock-based incentive compensation.

  71. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | (1) Includes the Supplemental RSU Grant discussed below under the section entitled “Long-Term Stock Incentive Awards--RSUs.” |

  72. BASE SALARIES

    BASE SALARIES Base salaries compensate our NEOs for services rendered and are set in proportion to the job responsibilities of each individual. An NEO’s base salary is initially determined upon hire or promotion based on the NEO’s responsibilities, prior experience and the base salaries of similarly situated executives at companies in our compensation peer group. The salaries of our NEOs are generally reviewed following the end of each fiscal year and are eligible for adjustment in recognition of individual performance and to reflect our desired position in the competitive market. We seek to compensate for market movement of salaries in our compensation peer group, utilizing data provided by Pay Governance, and general industry compensation surveys and reviewing competitive trends. The following are the base salaries for our NEOs as of December 31, 2024 (or, for Mr. Wood, as of his separation from employment).

  73. ANNUAL INCENTIVE BONUSES

    ANNUAL INCENTIVE BONUSES We maintain a leadership incentive plan (the “LIP”) under which our NEOs are eligible to receive an annual cash incentive bonus based on financial and operational achievements during the applicable fiscal year that are intended to support the Company’s approved goals and metrics, encouraging further contributions by the executive to stockholder value. During 2024, as discussed above under “Fiscal 2024 Considerations,” we also introduced the Six-Month LIP in order to motivate our NEOs to continue to achieve important near-term performance goals despite the challenging operating environment. The original 2024 LIP and the Six-Month LIP are described below. The graphic below illustrates how the bonus was calculated in the 2024 LIP design, including the weighting of the corporate metrics.

  74. 2024 Plan Design

    2024 Plan Design (1) See the section entitled “—Goals and Metrics” below for additional information on how we define Adjusted EBITDA, and see Appendix A for reconciliation of net income to Adjusted EBITDA. For 2024, annual incentive bonus payouts under the 2024 LIP could range from 50% of target (at threshold performance) to 100% of target (at target performance) to 200% of target (at stretch performance). Performance below threshold performance would result in a payout of 0%. In all cases, payouts were initially subject to a maximum of 200% of target. In connection with the approval of the Six-Month LIP, the Human Capital Committee determined that payouts under the 2024 LIP and the Six-Month LIP would be subject to a collective cap of 95% of the applicable participant’s original target award under the 2024 LIP. The 2024 target annual incentive opportunities were determined by our Human Capital Committee as a percentage of annual base salary in the range of competitive target bonus amounts for comparable positions at companies in our compensation peer group. Target annual incentive opportunities are subject to review based on market data as well as to pro-rata adjustment due to promotions occurring during the fiscal year or other relevant changes in job responsibilities. The following were the target annual incentive opportunities represented as a percentage of annual base salaries for each of the NEOs for 2024:

  75. 2024 Plan Design

    In connection with his promotion to President and Chief Operating Officer, Mr. Manning’s target annual bonus opportunity was increased from 60% to 70%, effective as of May 26, 2024 and blended for 2024 based on the portions of the year that Mr. Manning’s applicable target bonus and base salary were in effect. Our Human Capital Committee structured the annual incentive bonus to be formulaic and directly linked to the achievement of Company-wide goals and metrics approved by our Board. The final determinations of the amount of annual incentive bonus earned are based upon the extent to which results for the fiscal year met, failed to meet, or exceeded our established goals and metrics.

  76. Goals and Metrics

    Goals and Metrics In determining the goals and metrics for our 2024 LIP in early 2024, the Human Capital Committee based the metrics on the Company’s budget as approved by our Board. Each performance metric was also assigned a weighting factor to reflect the Company’s goals and priorities as interpreted by our Human Capital Committee. In consultation with Pay Governance, our Human Capital Committee established for each metric, threshold, target and stretch level of objectives and related levels of payment opportunities. These levels of achievement represent the minimum, target and maximum payout opportunities for each metric. In the event the threshold performance level is not met for a metric, none of the bonus is earned for that metric. Similarly, achieving above the stretch performance level earns the maximum percentage for a metric. In the event that a metric was achieved at a level between threshold and target or target and maximum, our Human Capital Committee makes a linear interpolation to determine the bonus earned for that metric.

  77. Evaluation of Performance Results

    | 2024 LIP METRIC | WEIGHT (%) | METRIC PERFORMANCE SCALE | | | ACTUAL RESULTS | PAYOUT (AS A % OF TARGET) | | | | THRESHOLD | TARGET | STRETCH | | | | Adjusted EBITDA ($) | 60 | 249M | 311M | 373M | 137M | 0 | | Cash Conversion Cycle (days) | 30 | 99 | 83 | 66 | 66 | 200 | | Company MBO | 10 | | | | | 185 | | TRIR (bps) | 3.34 | 2.73 | 2.05 | 1.64 | 1.37 | | | On-Time Delivery (avg % per qtr) | 3.33 | 86 | 92 | 96 | 94 | | | Strategic cost objectives ($m) | 3.33 | 4.0M | 6.0M | 8.0M | 9.0 | | | Total | 100 | | | | | 78 |

  78. Final 2024 Bonus Determination

    Final 2024 Bonus Determination In early 2025, the Human Capital Committee reviewed the Company’s financial performance against the pre-determined metrics and goals for the full year 2024 and the recalibrated metrics and goals for the second half of 2024. The Human Capital Committee concluded that the Company’s full-year performance resulted in the 2024 LIP goals being achieved at 78% of target and the Company’s six-month performance resulted in the Six-Month LIP goals being achieved at 179% of target. As a result of taking the average of the 78% payout indicated under the original 2024 LIP and the 179% payout indicated under the Six-Month LIP, the total overall annual incentive payout for 2024 was determined to be at 129% of target. We paid each of our currently employed NEOs an annual incentive payment equal to 95% of their target bonus as a result of the reduced aggregate payout cap adopted by the Human Capital Committee in September 2024. Under the terms of his Transition Agreement, Mr. Wood is entitled to an amount equal to his target annual cash bonus for 2024, pro-rated for his partial year of service.

  79. LONG-TERM STOCK INCENTIVE AWARDS

    LONG-TERM STOCK INCENTIVE AWARDS Our Human Capital Committee considers stock ownership by management through stock-based compensation arrangements beneficial in aligning the interests of management with those of our stockholders. Under the provisions of the LTIP, our Human Capital Committee has the ability to grant stock and stock-based awards, including RSUs and PSUs, to our employees, including our NEOs, non-employee directors and consultants. Our Human Capital Committee grants annual long-term incentive awards to our executive officers, including our NEOs, in line with competitive market norms based upon each officer’s performance in a fiscal year. These awards are primarily designed to tie a substantial portion of each executive officer’s compensation to the longer-term future performance of the Company and to support the compensation philosophy adopted by our Human Capital Committee. The annual grant determinations are made by our Human Capital Committee using, as a reference, the relevant competitive market information and recommendations provided to our Human Capital Committee by Pay Governance, in order to provide an appropriate level of target total direct compensation compared to compensation of executive officers in our compensation peer group.

  80. LONG-TERM STOCK INCENTIVE AWARDS

    | ARRAY TECHNOLOGIES | 36 | 2025 PROXY STATEMENT |

  81. LONG-TERM STOCK INCENTIVE AWARDS

    Our Human Capital Committee sets the individual annual grant values to reflect (a) the level of responsibility and individual contribution of each executive officer and their potential impact on the long-term success of the business, (b) a desire to maintain or set, as applicable, a market-competitive compensation package for each officer, and (c) talent retention considerations, as appropriate. To determine annual long-term incentive awards granted in a year, our Human Capital Committee first approves a target aggregate grant date fair value to be awarded to each NEO. The target aggregate grant date fair value is then allocated among the types of awards granted for such year. In September 2024, to encourage long-term retention, the Human Capital Committee also approved the Supplemental RSU Grant to our executive officers, including our currently employed NEOs, as described above under “Fiscal 2024 Considerations.”

  82. 2024 Long-Term Incentive Award Grants

    2024 Long-Term Incentive Award Grants The Human Capital Committee approved long-term incentive awards for 2024 to our NEOs as follows:

  83. 2024 Long-Term Incentive Award Grants

    | NAME | AGGREGATE GRANT DATE FAIR VALUE ($) | GRANT DATE FAIR VALUE OF ANNUAL RSU GRANTS ($)(1) | GRANT DATE FAIR VALUE OF SUPPLEMENTAL RSU GRANTS ($)(1) | GRANT DATE FAIR VALUE OF PSUs (AT TARGET) ($)(2) | | Kevin Hostetler | 6,988,247 | 2,050,000 | 2,049,996 | 2,888,251 | | Kurt Wood | 1,542,508 | 749,988 | | 792,520 | | Neil Manning | 1,097,653 | 299,991 | 374,999 | 422,663 | | Terrance Collins | 1,073,789 | 314,996 | 314,998 | 443,795 | | James Zhu | 937,753 | 474,995 | 225,000 | 237,758 |

  84. 2024 Long-Term Incentive Award Grants

    | 1. | For 2024, the number of RSUs awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant. For Mr. Zhu, the amount reported in the column titled “Grant Date Fair Value of Annual RSU Grants” includes a one-time grant of RSUs with a grant date fair value of $249,996 in connection with his promotion to Chief Accounting Officer. |

  85. 2024 Long-Term Incentive Award Grants

    | 2. | For 2024, the number of PSUs (at target level of performance) awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant. The actual grant date fair value of the PSUs is calculated using a Monte-Carlo model and is based on the probable outcome of the associated performance conditions. |

  86. RSUs

    RSUs The annual RSUs granted to our NEOs in 2024 vest in one-third increments on each of the first three anniversaries of the date of grant, generally subject to the NEO’s continued employment through the applicable vesting date. On March 19, 2024, Mr. Zhu was granted a one-time RSU grant, with a target grant date fair value of $250,000 in connection with his appointment as our Chief Accounting Officer. The grant vests in its entirety on the third anniversary of the grant date, generally subject to Mr. Zhu’s continued employment with the Company through the vesting date. On September 24, 2024, the Human Capital Committee also approved the Supplemental RSU Grant to each of our currently employed NEOs with the purpose of encouraging long-term retention. To encourage retention, the RSUs granted under this supplemental award do not vest until the second anniversary of the date of grant (as to 66 2/3% of the RSUs) and vest as to the remaining RSUs on third anniversary of the grant date, generally subject to the NEO’s continued employment through the applicable vesting date. Pursuant to the terms of the Executive Severance Plan, upon a qualifying termination not in connection with change in control (as defined in the Executive Severance Plan), all unvested RSUs granted in 2024 will continue to vest in accordance with their terms as if the NEO had continued to remain employed by the Company on each applicable subsequent vesting date and, upon a qualifying termination upon or within 24 months following a change in control or upon the NEO’s termination of employment due to death or disability, all unvested RSUs granted in 2024 will become immediately vested as of the separation date.

  87. RSUs

    | ARRAY TECHNOLOGIES | 37 | 2025 PROXY STATEMENT |

  88. PSUs

    PSUs In February 2025, our Human Capital Committee completed the evaluation of the results of the 2022-2024 performance period and determined that none of the performance levels were achieved for any of the established performance metrics. As a result, none of the PSUs granted to our NEOs in 2022 vested. The performance metrics and goal achievement for the 2022-2024 performance period were as follows:

  89. PSUs

    | | METRIC PERFORMANCE SCALE | | | PERFORMANCE LEVEL ACHIEVED | PAYOUT (AS A % OF TARGET) | | METRIC | THRESHOLD | TARGET | STRETCH | | | | 3-Year Average Revenue Growth (%) | 17.6 | 22.6 | 25.6 | None | 0 | | 3-Year Cumulative Adjusted EPS ($) | 2.77 | 3.26 | 3.75 | None | 0 | | RTSR Modifier | | | | N/A | | | Total | | | | | 0 |

  90. PSUs

    The PSUs granted to our NEOs in 2024 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2024-2026 performance period, and generally subject to the NEO’s continued employment through the vesting date. Specifically, performance objectives for the PSUs granted in 2024 are 50% based on the average of the revenue growth recorded by the Company in each of the three fiscal years in the performance period and 50% based on the average of the cumulative adjusted earnings per share (“EPS”) growth recorded in each of the three fiscal years in the performance period: The graphic below illustrates how the number of PSUs earned will be calculated.

  91. PSUs

    | (1) Adjusted earnings per share represents Adjusted net income divided by the weighted average number of common shares outstanding. We define Adjusted net income as net income (loss) to common stockholders plus (i) amortization of intangibles, (ii) amortization of developed technology, (iii) amortization of debt discount and issuance costs (iv) preferred accretion, (v) equity-based compensation, (vi) change in fair value of contingent consideration, (vii) impairment of long-lived assets, (viii) goodwill impairment, (ix) certain legal expenses, (x) other costs, and (xi) income tax (benefit) expense adjustments. See Appendix A for reconciliation of Net income to Adjusted net income. |

  92. PSUs

    At the end of each one-year measurement period during the 2024-2026 performance period, the Human Capital Committee will calculate the degree to which the above performance metrics were achieved and the payout that such achievement would imply as a percentage of target. At the end of the 2026 measurement period, the Human Capital Committee will average the payout percentages for each of the three one-year measurement periods to determine a cumulative payout as a percentage of target for the 2024-2026 performance period (the “Cumulative Performance Payout Percentage”). The Human Capital Committee will then evaluate our total shareholder return (“TSR”) performance relative to a defined group of three peer companies in the utility scale solar space over the 2024-2026 performance period (“RTSR Modifier”). If our TSR is the highest of the four companies (including Array) in the group, the RTSR Modifier will be 115%, and if our TSR ranks last in the group, the RTSR Modifier will be 85%. The RTSR Modifier for TSR performance that ranks Array in either second or third place among the peer group will be 100%. The applicable RTSR Modifier will be multiplied by the Cumulative Performance Payout Percentage to determine the final payout for the 2024-2026 performance period as a percentage of target. In all cases, overall PSU payouts are capped at 200% of target. Pursuant to the terms of the Executive Severance Plan and/or the applicable award agreement, upon a qualifying termination that does not occur within 24 months after a change in control (as defined in the Executive Severance Plan), all unvested PSUs that are outstanding for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by us. If, prior to the end of the performance period, the NEO’s employment is terminated due to death or disability, the PSUs will vest as of the date of such termination at target performance, pro-rated to reflect the portion of the performance period during which the

  93. PSUs

    | ARRAY TECHNOLOGIES | 38 | 2025 PROXY STATEMENT |

  94. PSUs

    executive was employed by us. If, after the end of the performance period but before the applicable vesting date, the NEO’s employment is terminated due to death or disability, the PSUs will vest based on actual performance. Pursuant to the terms of the applicable award agreement, upon the occurrence of a change in control, PSUs will be earned based on actual performance through the date of the change in control, with the earned PSUs continuing to vest based on the executive’s continued service. Pursuant to the terms of the Executive Severance Plan and/or the applicable award agreement, upon the executive’s qualifying termination that occurs upon or within 24 months following a change in control, or the executive’s termination by reason of death or disability following a change in control, all earned PSUs will immediately become fully vested upon the date of termination.

  95. SEVERANCE AGREEMENTS

    SEVERANCE AGREEMENTS We provide certain severance benefits to our executive officers, including our NEOs, in order to attract and retain key talent, and minimize turnover of our executive team. We also believe the provision of these benefits serves the interests of our stockholders by encouraging valued employees to remain employed with the Company in the event of a change in control. Certain of our NEOs’ offer letters had historically provided severance benefits upon certain qualifying terminations of employment. On March 8, 2022, our Human Capital Committee approved, and on April 5, 2024, our Human Capital Committee amended and restated our Executive Severance Plan, which now governs severance payable to our executive officers, including each of our NEOs, under various termination scenarios. Our Human Capital Committee believes the benefits provided under our Executive Severance Plan are competitive and appropriate in light of our compensation peer group. For more information regarding the Executive Severance Plan as well as the benefits Mr. Wood received in connection with his termination of employment, see “Potential Payments Upon Termination or Change in Control.” The Human Capital Committee takes into account severance benefits, including post-change in control severance benefits, payable to the NEOs, in reviewing overall compensation packages of our NEOs.

  96. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  97. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  98. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  99. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  100. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  101. POLICIES AND PRACTICES RELATED TO THE TIMING OF EQUITY GRANTS

    POLICIES AND PRACTICES RELATED TO THE TIMING OF EQUITY GRANTS We generally grant annual RSU and PSU awards to our executive officers in March of each year, although the exact timing may change from year to year. Our Human Capital Committee may also grant equity awards at different times of the year for new hires, in connection with promotions, and/or for other incentive or retention purposes. Neither our Human Capital Committee nor the Board grants equity awards in anticipation of the release of material non-public information, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, equity compensation for our NEOs consisted solely of RSUs and PSUs; we did not grant stock options to our NEOs in 2024.

  102. POLICIES AND PRACTICES RELATED TO THE TIMING OF EQUITY GRANTS

    | ARRAY TECHNOLOGIES | 40 | 2025 PROXY STATEMENT |

  103. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2024, 2023, and 2022, as applicable to the NEO:

  104. SUMMARY COMPENSATION TABLE

    | NAME | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Kevin Hostetler (Chief Executive Officer) | 2024 | 850,000 | — | 6,988,247 | 1,009,375 | 19,385(5) | 8,867,007 | | | 2023 | 850,000 | — | 3,599,995 | 1,253,750 | 13,200 | 5,716,945 | | | 2022 | 600,137 | 1,200,000 | 3,199,996 | 759,790 | 12,200 | 5,772,123 | | Kurt Wood(4) (Former Chief Financial Officer) | 2024 | 399,617 | — | 1,542,508 | — | 788,614(6) | 2,730,739 | | | 2023 | 54,808 | 300,000 | — | — | — | 354,808 | | Neil Manning (President & Chief Operating Officer) | 2024 | 418,991 | — | 1,097,653 | 282,197 | 14,490(7) | 1,813,331 | | | 2023 | 338,942 | 230,700 | 749,996 | 243,678 | 13,200 | 1,576,516 | | Terrance Collins (Chief Human Resources Officer) | 2024 | 418,042 | — | 1,073,789 | 240,711 | 17,688(8) | 1,750,231 | | | 2023 | 410,000 | — | 630,002 | 290,280 | 13,200 | 1,343,482 | | | 2022 | 167,033 | 448,000 | 665,853 | 100,721 | 1,385 | 1,382,992 | | James Zhu (Chief Accounting Officer) | 2024 | 340,000 | 160,000 | 937,753 | 161,500 | 15,780(9) | 1,615,033 |

  105. SUMMARY COMPENSATION TABLE

    | 1. | For 2022, these amounts represent the sum of cash buy-out awards and relocation cash payments awarded in 2022 to each of Messrs. Hostetler and Collins, per the terms of their offer letters. For 2023, these amounts represent the cash portion of buyout awards made to Messrs. Wood and Manning and a relocation cash payment made to Mr. Manning per the terms of their respective offer letters. For 2024, this amount includes the $75,000 relocation cash payment and $85,000 sign-on payment for Mr. Zhu, each per the terms of his offer letter. |

  106. SUMMARY COMPENSATION TABLE

    | 2. | Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, of RSUs and PSUs granted to our NEOs. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant (and, in the case of PSUs, determined using a Monte-Carlo model for each award on the date of grant and based on the probable outcome of the associated performance conditions). Please see Note 18 “Equity-Based Compensation and Other Benefit Plans” in our consolidated financial statements for the year ending December 31, 2024, included in our Annual Report on Form 10-K, for additional details regarding assumptions underlying the value of these awards. With respect to PSUs granted to Messrs. Hostetler, Wood, Manning, Collins, and Zhu in 2024, the values shown in the table above reflect the grant date fair values based on the probable outcome of the performance goals associated with such awards. The grant date fair value of each award if all applicable performance goals associated with such awards were achieved at maximum levels is $5,466,520 for Mr. Hostetler, $1,499,983 for Mr. Wood, $799,964 for Mr. Manning, $839,960 for Mr. Collins, and $449,999 for Mr. Zhu, calculated using the closing price of our common stock on May 21, 2024, the date of grant. |

  107. SUMMARY COMPENSATION TABLE

    | 3. | Represents amounts payable to the NEOs under the LIP and, with respect to 2024, under the Six-Month LIP. Pursuant to the terms of his offer letter of employment, Mr. Wood was not eligible to receive a bonus under the LIP in respect of fiscal year 2023. For a more detailed description of the 2024 LIP and Six-Month LIP, see “—Annual Incentive Bonuses.” |

  108. SUMMARY COMPENSATION TABLE

    | 4. | Mr. Wood stepped down as CFO on June 30, 2024 and acted in an advisory role to the Company through September 30, 2024. |

  109. SUMMARY COMPENSATION TABLE

    | 5. | This amount represents: (i) Array's contributions to Mr. Hostetler’s account under the Retirement Plan in the amount of $13,800; (ii) incremental cost to Array of annual physical examination perquisite in the amount of $4,295 and (iii) term life insurance premiums paid by Array in the amount of $1,290. |

  110. SUMMARY COMPENSATION TABLE

    | 6. | This amount represents: (i) salary severance payments to which Mr. Wood is entitled in the amount $475,000 in connection with Mr. Wood's transition and separation from service, which amount is payable over 12 months following his termination; (ii) an amount equal to Mr. Wood’s target annual bonus for 2024, pro-rated to reflect the portion of the year he was employed ($266,701); (iii) reimbursement of legal fees associated with the negotiation of Mr. Wood’s Transition Agreement ($10,000); (iv) the aggregate amount of Mr. Wood’s COBRA premiums paid or payable by the Company, which amount is payable over 12 months following his termination ($23,113); and (v) Array's contributions to Mr. Wood's account under the Retirement Plan in the amount of $13,800. For additional details, see the “—Payments and Benefits in Connection with Mr. Wood’s Separation.” |

  111. SUMMARY COMPENSATION TABLE

    | 7. | This amount represents: (i) Array's contributions to Mr. Manning's account under the Retirement Plan in the amount of $13,800; and (ii) term life insurance premiums paid by Array in the amount of $690. |

  112. SUMMARY COMPENSATION TABLE

    | 8. | This amount represents: (i) Array's contributions to Mr. Collin's account under the Retirement Plan in the amount of $13,800; (ii) term life insurance premiums paid by Array in the amount of $1,980 and (iii) incremental cost to Array of annual physical examination perquisite in the amount of $1,908. |

  113. SUMMARY COMPENSATION TABLE

    | 9. | This amount represents: (i) Array's contributions to Mr. Zhu's account under the Retirement Plan in the amount of $13,800; and (ii) term life insurance premiums paid by Array in the amount of $1,980. |

  114. SUMMARY COMPENSATION TABLE

    | ARRAY TECHNOLOGIES | 42 | 2025 PROXY STATEMENT |

  115. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 The following table presents information regarding grants of equity-based awards made to our NEOs during 2024:

  116. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Kevin Hostetler | — | 531,250 | 1,062,500 | 2,125,000 | | | | | | | | 05/21/2024 | | | | 123,009 | 246,018 | 492,036 | | 2,888,251 | | | 03/12/2024 | | | | | | | 168,447 | 2,050,000 | | | 09/24/2024 | | | | | | | 322,834 | 2,049,996 | | Kurt Wood | — | 178,125 | 356,250 | 712,500 | | | | | | | | 05/21/2024 | | | | 33,753 | 67,506 | 135,012 | | 792,520 | | | 03/12/2024 | | | | | | | 61,626 | 749,988 | | Neil Manning | — | 148,525 | 297,049 | 594,098 | | | | | | | | 05/21/2024 | | | | 18,001 | 36,002 | 72,004 | | 422,663 | | | 03/12/2024 | | | | | | | 24,650 | 299,991 | | | 09/24/2024 | | | | | | | 59,055 | 374,999 | | Terrance Collins | — | 126,690 | 253,380 | 506,760 | | | | | | | | 05/21/2024 | | | | 18,901 | 37,802 | 75,604 | | 443,795 | | | 03/12/2024 | | | | | | | 25,883 | 314,996 | | | 09/24/2024 | | | | | | | 49,606 | 314,998 | | James Zhu | — | 85,000 | 170,000 | 340,000 | | | | | | | | 05/21/2024 | | | | 10,126 | 20,252 | 40,504 | | 237,758 | | | 03/12/2024 | | | | | | | 18,488 | 224,999 | | | 03/19/2024 | | | | | | | 20,259 | 249,996 | | | 09/24/2024 | | | | | | | 35,433 | 225,000 |

  117. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | 1. | Amounts in these columns represent potential payouts under our 2024 LIP, but in connection with the adoption of the revised metrics contained in the Six Month LIP, will be subject to a cap of 95% of the target payout for 2024. |

  118. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | 2. | Amounts in these columns represent the potential number of PSUs that may be earned based on Company financial performance and RTSR performance. We have included additional information about these awards under “—2024 Long-Term Incentive Award Grants.” |

  119. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | 3. | Amounts in this column represent the number of RSUs awarded to each NEO. We have included additional information about these awards under “—2024 Long-Term Incentive Award Grants.” |

  120. GRANTS OF PLAN-BASED AWARDS DURING 2024

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

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

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE We have entered into employment agreements with each of Messrs. Hostetler, Collins, Manning and Zhu. Prior to his termination of employment in 2024, we were also party to an employment agreement with Mr. Wood. Under the terms of each employment agreement, each executive officer is (or was, in the case of Mr. Wood) entitled to an annual base salary as described, with respect to 2024, under “—Base Salaries,” to participate in our LIP with a target bonus as described, with respect to 2024 under “—Annual Incentive Bonuses, and to participate in our LTIP as described, with respect to 2024, under “—Long-Term Stock Incentive Awards,” as well as to participate in broad-based employee benefits.

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

    | ARRAY TECHNOLOGIES | 43 | 2025 PROXY STATEMENT |

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

    Our executive officers are also entitled to severance upon the termination of their employment in certain circumstances pursuant to the Executive Severance Plan, as further described below under “—Potential Payments Upon Termination or Change in Control.” Each executive officer is also subject to (i) a Confidentiality, Non-Disparagement and Non-Solicitation Agreement, which provides, among other things, that the executive officer will not compete with the Company or solicit Company associates or customers during a two-year restricted period following his or her termination of employment; and (ii) an Employee Inventions Assignment Agreement.

  124. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

  125. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | NAME | GRANT DATE | STOCK AWARDS | | | | | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | | Kevin Hostetler | 04/18/2022 | 35,795(2) | 216,202 | | | | | 03/17/2023 | 70,299(2) | 424,606 | | | | | 03/12/2024 | 168,447(2) | 1,017,420 | | | | | 09/24/2024 | 322,834(3) | 1,949,917 | | | | | 04/18/2022 | | | 80,537(4) | 486,443 | | | 03/17/2023 | | | 52,724(5) | 318,453 | | | 05/21/2024 | | | 123,009(5) | 742,974 | | Kurt Wood | 03/12/2024 | 61,626(2) | 372,221 | | | | | 05/21/2024 | | | 19,689(5) | 118,922 | | Neil Manning | 02/15/2023 | 7,498(2) | 45,288 | | | | | 03/17/2023 | 9,764(2) | 58,975 | | | | | 03/12/2024 | 24,650(2) | 148,886 | | | | | 09/24/2024 | 59,055(3) | 356,692 | | | | | 03/17/2023 | | | 7,323(5) | 44,231 | | | 05/21/2024 | | | 18,001(5) | 108,726 | | Terrance Collins | 08/01/2022 | 5,082(2) | 30,695 | | | | | 03/17/2023 | 12,303(2) | 74,310 | | | | | 03/12/2024 | 25,883(2) | 156,333 | | | | | 09/24/2024 | 49,606(3) | 299,620 | | | | | 08/01/2022 | | | 7,623(4) | 46,042 | | | 03/17/2023 | | | 9,227(5) | 55,731 | | | 05/21/2024 | | | 18,901(5) | 114,162 | | James Zhu | 03/12/2024 | 18,488(2) | 111,668 | | | | | 03/19/2024 | 20,259(6) | 122,364 | | | | | 09/24/2024 | 35,433(3) | 214,015 | | | | | 05/21/2024 | | | 10,126(5) | 61,161 |

  126. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 1. | The amounts set forth in this column include the number of shares subject to the applicable award multiplied by $6.04, the closing price of our common stock on December 31, 2024, the last trading day of 2024. |

  127. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | ARRAY TECHNOLOGIES | 44 | 2025 PROXY STATEMENT |

  128. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 2. | These RSU awards vest one-third per year over three years beginning on the first anniversary of the date of grant, generally subject to the NEO’s continued employment through the applicable vesting date. |

  129. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 3. | These RSU awards vest as to 66 2/3% of the RSUs on the second anniversary of the grant date and as to 33 1/3% of the RSUs on third anniversary of the grant date, generally subject to the NEO’s continued employment through the applicable vesting date. |

  130. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 4. | Represents the threshold number of shares that were subject to PSU awards that were granted to our NEOs in 2022 that were eligible to vest on the third anniversary of the date of grant based on specified performance criteria over the 2022-2024 performance period. In February 2025, our Human Capital Committee completed the evaluation of the results of the 2022-2024 performance period and determined that none of the performance levels were achieved for any of the established performance metrics. As a result, none of the PSUs granted to our NEOs in 2022 vested. |

  131. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 5. | Represents the threshold number of shares subject to PSU awards that were granted in 2024 and 2023 pursuant to our LTIP. PSUs granted in 2024 vest on the third anniversary of the date of grant, subject to both the attainment of the performance requirements detailed in the Compensation Discussion & Analysis section above and, generally, the NEO’s continued employment through the applicable vesting date. For Mr. Wood, the number of shares reported reflects the pro-rata portion of his 2024 PSU award that remained outstanding as of December 31, 2024 pursuant to the terms of the Transition Agreement. PSUs granted in 2023 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2023-2025 performance period (50% based on three-year average annual revenue growth and 50% based on three-year cumulative adjusted EPS), and, generally, the NEO’s continued employment through the applicable vesting date. |

  132. OUTSTANDING EQUITY AWARDS AT YEAR END — DECEMBER 31, 2024

    | 6. | This RSU award vests as to 100% on the third anniversary of the grant date, generally subject to Mr. Zhu’s continued employment through the vesting date. |

  133. OPTION EXERCISES AND STOCK VESTED DURING 2024

    OPTION EXERCISES AND STOCK VESTED DURING 2024

  134. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | NAME | STOCK AWARDS(1) | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Kevin Hostetler | 70,943 | 804,958 | | Kurt Wood | — | — | | Neil Manning | 8,629 | 114,224 | | Terrance Collins | 11,232 | 124,433 | | James Zhu | — | — |

  135. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | 1. | The value realized on vesting is determined by multiplying the number of shares that vested by the closing price of our common stock on the Nasdaq on the vesting date. Shares vested on various dates throughout the year. The value listed represents the aggregate value of all shares that vested for each NEO in 2024. None of our NEOs exercised stock options during 2024. |

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  137. POTENTIAL PAYMENTS TABLE

    POTENTIAL PAYMENTS TABLE The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the executive’s employment had terminated on December 31, 2024, given the executive’s compensation as of such date and, if applicable, based on the closing price of our common stock on December 31, 2024, the last trading day of 2024 or, in the case of Mr. Wood, the actual severance payments and benefits he received in connection with his termination of employment on September 30, 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different than the estimates presented in the table. Factors that could affect these amounts include the timing of any such event and our stock price. Amounts included for Mr. Wood represent the amounts payable to him under the Transition Agreement, described above.

  138. POTENTIAL PAYMENTS TABLE

    | EXECUTIVE | BENEFIT(1) | CHANGE IN CONTROL WITH QUALIFYING TERMINATION ($) | QUALIFYING TERMINATION OUTSIDE OF A CIC ($) | DEATH OR DISABILITY ($) | | Kevin Hostetler (Chief Executive Officer) | Cash Severance | 3,825,000 | 2,868,750 | — | | | Benefit Continuation | 57,758 | 43,318 | — | | | RSUs | 3,608,145 | 3,608,145 | 3,608,145 | | | PSUs | 3,095,736 | 1,797,734 | 1,797,734 | | | Total | 10,586,639 | 8,317,947 | 5,405,879 | | Kurt Wood (Former Chief Financial Officer)((2)) | Cash Severance | — | 475,000 | — | | | Benefit Continuation | — | 23,113 | — | | | RSUs | — | 372,221 | — | | | PSUs | — | 237,843 | — | | | Total | — | 1,108,177 | — | | Neil Manning (President and Chief Operating Officer) | Cash Severance | 1,530,000 | 450,000 | — | | | Benefit Continuation | 57,758 | 28,879 | — | | | RSUs | 609,841 | 609,841 | 609,841 | | | PSUs | 305,914 | 129,116 | 129,116 | | | Total | 2,503,513 | 1,217,836 | 738,956 | | Terrance Collins (Chief Human Resources Officer) | Cash Severance | 1,351,360 | 422,300 | — | | | Benefit Continuation | 57,758 | 28,879 | — | | | RSUs | 560,959 | 560,959 | 560,959 | | | PSUs | 431,866 | 224,669 | 224,669 | | | Total | 2,401,943 | 1,236,807 | 785,628 | | James Zhu (Chief Accounting Officer) | Cash Severance | 1,020,000 | 340,000 | — | | | Benefit Continuation | 19,081 | 9,540 | — | | | RSUs | 448,047 | 448,047 | 448,047 | | | PSUs | 122,322 | 40,774 | 40,774 | | | Total | 1,609,450 | 838,361 | 488,821 |

  139. POTENTIAL PAYMENTS TABLE

    | 1. | For all of our currently employed NEOs, for all termination scenarios that result in continued vesting or accelerated vesting of outstanding RSUs or PSUs, the value shown in the table above is determined by multiplying the number of shares subject to continued vesting or accelerated vesting by $6.04 (our closing stock price on December 31, 2024, the last trading day of 2024). With respect to a qualifying termination in connection with a CIC or outside of a CIC, the amount shown in respect of outstanding PSUs assumes target performance (100%), and for a qualifying termination outside of a CIC, is pro-rated to reflect the portion of the performance period during which the executive was employed by the Company through December 31, 2024. With respect to a termination of employment by reason of an executive’s death or disability, the amount shown in respect of outstanding PSUs is pro-rated to reflect the portion of the performance period during which the executive was employed by the Company through December 31, 2024, and assumes target performance (100%). Benefit continuation amounts are calculated based on the actual cost of the NEO’s premiums under our group health and welfare plans as of December 31, 2024 (or, for Mr. Wood, as of his termination of employment). |

  140. POTENTIAL PAYMENTS TABLE

    | 2. | Mr. Wood stepped down as CFO effective June 30, 2024 and separated from employment with the Company on September 30, 2024. As described herein, Mr. Wood received severance payments and benefits pursuant to his Transition Agreement and/or consistent with the benefits provided under the Executive Severance Plan. |

  141. POTENTIAL PAYMENTS TABLE

    | ARRAY TECHNOLOGIES | 48 | 2025 PROXY STATEMENT |

  142. PAY-VERSUS-PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) | | COMPENSATION ACTUALLY PAID TO PEO(3) ($)(2) | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(2) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEO ($)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN THOUSANDS)(5) | REVENUE ($ IN THOUSANDS)(5) | | | FUSARO | HOSTETLER | FUSARO | HOSTETLER | | | ARRAY TOTAL SHAREHOLDER RETURN ($)(3) | PEER GROUP TOTAL RETURN ($)(4) | | | | 2024 | — | 8,862,712 | — | (1,262,681) | 1,977,334 | 1,101,333 | 16.57 | 29.84 | (240,394) | 915,807 | | 2023 | — | 5,716,945 | — | 5,147,609 | 1,372,133 | 1,248,586 | 46.09 | 68.53 | 85,546 | 1,576,551 | | 2022 | 2,148,071 | 5,772,123 | 3,036,259 | 7,256,684 | 1,214,022 | 1,692,131 | 53.03 | 149.18 | 4,432 | 1,637,546 | | 2021 | 4,271,575 | — | 570,878 | — | 1,414,459 | 557,975 | 43.05 | 120.45 | (50,403) | 853,318 | | 2020 | 3,107,811 | — | 4,395,744 | — | — | — | 118.35 | 130.89 | 59,073 | 872,662 |

  143. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures Over the course of 2022, the Company’s net income rose $43.6 million, and revenue increased $781 million. Total shareholder return increased over 200%. In 2023 while net income rose significantly, revenue dropped by 4%. Total shareholder return was reduced as well. In 2024, revenue fell by 42% and net income dropped significantly, resulting in a net loss of $240.4 million. Compensation actually paid to Mr. Hostetler likewise decreased significantly in 2024, primarily driven by the losses in total shareholder return and revenue. Compensation actually paid to the NEOs excluding Mr. Hostetler also decreased in 2024, primarily driven by the loss in total shareholder return. Array’s compensation philosophy ties executive compensation and company performance through each pay element. Compensation actually paid to our NEOs was reduced in 2024, due to the loss of value in both outstanding equity awards granted but not vested, as well as vested equity awards. While shareholder return is directly tied to Array’s long-term incentive awards, individual performance is a strong determining factor for base salary actions and short-term cash incentives reflect collective team performance, as stated above.

  144. Relationship between Compensation Actually Paid and Performance Measures

    | ARRAY TECHNOLOGIES | 50 | 2025 PROXY STATEMENT |

  145. Relationship between Compensation Actually Paid and Performance Measures

    The chart below shows the relationship between total shareholder return starting October 15, 2020, the first date on which our common stock traded on the Nasdaq Global Market, and compensation actually paid to our NEOs. There is a clear and immediate relationship between the financial performance of the business and the pay for executive leaders.

  146. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the total annual compensation of Kevin Hostetler, our CEO, to the total annual compensation of our median employee. The Company believes that the pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2024, our last completed fiscal year:

  147. CEO PAY RATIO

    | • | We have estimated that the total annual compensation of our median employee (other than our CEO) was $40,137; and |

  148. CEO PAY RATIO

    | • | The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $8,867,007. |

  149. CEO PAY RATIO

    Based on this information, for 2024, the ratio of the total annual compensation for Mr. Hostetler, our CEO, to the total annual compensation of our median employee was 221 to 1. To determine this ratio, we first prepared a list of all our full-time, part-time and temporary employees as of December 31, 2024, the last day of our fiscal year. To identify the median employee from our employee population, we reviewed the amount of regular wages, overtime pay, and cash incentives for employees for 2024. Once we identified the median employee, we then determined the total annual compensation for 2024 of that employee using the same rules that apply to reporting compensation for our NEOs in the 2024 Summary Compensation Table.

  150. CEO PAY RATIO

    | ARRAY TECHNOLOGIES | 51 | 2025 PROXY STATEMENT |

  151. CEO PAY RATIO

    The pay ratio disclosure rules allow companies to adopt a variety of methodologies, to apply exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies in calculating their own pay ratios.