DEF 14A of Array Technologies, Inc., Apr 7, 2026

DEF 14A of Array Technologies, Inc.

Filed Apr 7, 2026 · FY20250001140361-26-013682

Open on EDGAR

  1. Admission

    | Current Directors Not Standing for Election at the Annual Meeting | 19 | | Class I Directors | 19 | | Class II Directors | 22 | | Compensation of Directors | 24 | | 2025 Director Compensation Program | 24 | | 2025 Director Compensation | 24 | | Sustainability Matters and Corporate Social Responsibility | 25 | | Artificial Intelligence | 25 | | EXECUTIVE OFFICERS | 26 | | Executive Officer Biographies | 26 | | COMPENSATION DISCUSSION AND ANALYSIS | 29 | | Executive Summary | 29 | | 2025 Performance Highlights | 29 | | Stockholder Engagement and Response to 2025 “Say-On-Pay Vote” | 31 | | What We Heard From Stockholders | 31 | | How We Responded to What We Heard From Stockholders | 31 | | Historical 2024 Compensation Decisions | 31 | | Forward-Looking Actions | 33 | | Executive Officer Transitions in 2025 | 34 | | Compensation Best Practices and Policies | 35 | | Cap on Payouts Under Our Incentive Plans | 35 | | The Role of Our Human Capital Committee | 35 | | The Role of Management | 36 | | The Role of the Compensation Consultant | 36 | | Compensation Philosophy and Objectives | 37 | | Considerations | 37 | | Company Results | 37 | | Competitive Benchmarking | 38 | | Components of Our Executive Compensation Program | 38 | | Base Salaries | 39 | | Annual Incentive Bonuses | 40 | | 2025 Plan Design | 40 | | Performance Measures and Goals | 41 | | Evaluation of Performance Results | 42 | | Final 2025 Bonus Determination | 42 | | Long-Term Stock Incentive Awards | 43 | | 2025 Long-Term Incentive Award Grants | 43 | | RSUs | 43 | | PSUs | 44 | | Settlement of 2023 PSU Grants | 45 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following table sets forth the names and certain other information for each of our directors and director nominees as of March 24, 2026. We have included additional information about each director’s background, skills and experience under “Management and Corporate Governance—Director Biographies” below.

  3. BOARD OF DIRECTORS

    | | Committee Chair | | | Committee Member |

  4. BOARD OF DIRECTORS

    | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | OCCUPATION | AUDIT COMMITTEE | HUMAN CAPITAL COMMITTEE | NOMINATING & CORPORATE GOVERNANCE COMMITTEE | | Troy Alstead(1) | 63 | 2020 | | Founder at Table 47 and Ocean5 | | | | | Orlando D. Ashford(1) | 57 | 2020 | | Strategic Advisor, Fanatics and Interim Chief Executive Officer of the National Black MBA Association | | | | | Emily Cohen(2) | 43 | 2026 | | Chief Commercial Officer at Primergy Solar | | | | | Brad Forth(3)(4) | 61 | 2020 | | Senior Partner and Founder at Neos Partners | | | | | Kevin Hostetler(4) | 57 | 2022 | | Chief Executive Officer of Array Technologies, Inc. | | | | | Jayanthi Iyengar(2) | 64 | 2021 | | EVP and Chief Technology and Strategic Sourcing Officer at Oshkosh Corporation | | | | | Tracy Jokinen(2) | 57 | 2022 | | Retired executive | | | | | Bilal Khan(1) | 45 | 2021 | | Senior Managing Director at Blackstone | | | | | Carolyne Murff(1) | 58 | 2026 | | Chief Executive Officer at Clearlight Energy | | | | | Gerrard Schmid(4) | 57 | 2021 | | Retired executive | | | |

  5. BOARD OF DIRECTORS

    | 1. | Class I director. |

  6. BOARD OF DIRECTORS

    | 2. | Class II director. |

  7. BOARD OF DIRECTORS

    | 3. | Board chair. |

  8. BOARD OF DIRECTORS

    | 4. | Class III director, nominated for re-election at the Annual Meeting. See Proposal 1. |

  9. BOARD OF DIRECTORS

    | ARRAY TECHNOLOGIES | 2 | 2026 PROXY STATEMENT |

  10. 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 that each person listed below should serve as a director.

  11. CLASS III DIRECTOR NOMINEES

    CLASS III DIRECTOR NOMINEES

  12. CLASS III DIRECTOR NOMINEES

    | | Brad Forth Independent Director and Board Chair | | AGE: 61 | 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 Capital Management, L.P. (“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. (Nasdaq: SHLS), and has been a member of its board since 2017. Mr. Forth received a BEng in Electrical Engineering 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, as well as his deep expertise with the solar industry, Mr. Forth is well qualified to serve on our Board. | | DIRECTOR SINCE: 2020 | |

  13. CLASS III DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 16 | 2026 PROXY STATEMENT |

  14. CLASS III DIRECTOR NOMINEES

    | | Kevin Hostetler Director and Chief Executive Officer | | AGE: 57 | 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 plc (LSE: ROR) (“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 Velocitel, Inc. d/b/a FDH Velocitel (“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 (NYSE: IEX), 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 Inc. (NYSE: IR) in progressive profit and loss 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 | |

  15. CLASS III DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 17 | 2026 PROXY STATEMENT |

  16. CLASS III DIRECTOR NOMINEES

    | | Gerrard Schmid Independent Director | | AGE: 57 | 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. (NYSE: DBD), 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 (“D+H”), 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 has served on the board of directors of Computershare Limited (ASX: CPU), an Australian publicly traded company and a global leader in transfer agency, employee equity plans, mortgage servicing, proxy solicitation, stakeholder communications, and other diversified financial and governance services, since 2024. 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 BSc 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 | |

  17. CLASS III DIRECTOR NOMINEES

    | ARRAY TECHNOLOGIES | 18 | 2026 PROXY STATEMENT |

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

    CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING

  19. CLASS I DIRECTORS

    CLASS I DIRECTORS

  20. CLASS I DIRECTORS

    | | Troy Alstead Independent Director | | AGE: 63 | Troy Alstead has served on our Board since October 2020. Mr. Alstead is the founder of Table 47 and Ocean5, concepts opened in 2017 for dining, entertainment and events. In February 2016, Mr. Alstead retired from Starbucks Corporation (Nasdaq: SBUX) (“Starbucks”), 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 chairs the board of directors of Harley-Davidson, Inc. (NYSE: HOG) and is a member of the board of directors of Levi Strauss & Co. (NYSE: LEVI) and IP Strategy Holdings, Inc. (Nasdaq: IPST) (f/k/a Heritage Distilling Holding Company, Inc.). 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. CLASS I DIRECTORS

    | ARRAY TECHNOLOGIES | 19 | 2026 PROXY STATEMENT |

  22. CLASS I DIRECTORS

    | | Orlando D. Ashford Independent Director | | AGE: 57 | 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 December 2024, and currently serves as a strategic advisor to the company. Mr. Ashford served as Executive Chairman of SP Crioses OpCo Limited d/b/a 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 (NYSE: CUK), 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 (NYSE: MMC), 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 (NYSE: KO) 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 (NYSE: PRGO). 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. CLASS I DIRECTORS

    | ARRAY TECHNOLOGIES | 20 | 2026 PROXY STATEMENT |

  24. CLASS I DIRECTORS

    | | Bilal Khan Independent Director | | AGE: 45 | Bilal Khan has served on our Board since 2021. Mr. Khan is a Senior Managing Director at Blackstone Inc. (NYSE: BX), 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 Power, LLC investments, Fisterra Energy S.L., Transmission Developers Inc., Aypa Power LLC, Onyx Renewable Partners L.P., Legence Corp. (Nasdaq: LGN) and Array Technologies. Before joining Blackstone, Mr. Khan was an Associate at GTCR LLC f/k/a 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, Inc. f/k/a Lazard Frères (NYSE: LAZ) 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 | |

  25. CLASS I DIRECTORS

    | | Carolyne Murff Independent Director | | AGE: 58 | Carolyne Murff has served on our Board since March 2026. Ms. Murff was appointed the Chief Executive Officer of Clearlight Energy, ULC (“Clearlight Energy”), an LS Power Development, LLC (“LS Power”) company, in January 2026 and currently serves as an executive officer of numerous Clearlight Energy-related entities. Clearlight Energy is a developer, owner, and operator of renewable energy projects, specializing in utility-scale wind, solar, battery energy storage systems, and natural gas projects across the United States and Canada. Starting in 2022 until her appointment to Clearlight Energy, Ms. Murff served as Chief Operating Officer of REV Renewables, an LS Power company that is an owner/operator of clean energy generation and storage solutions, and from 2005 to February 2022, Ms. Murff served in a variety of positions at LS Power, ending as a Managing Director. Ms. Murff holds a BS in Mechanical Engineering from Texas A&M University. Because of her experience in renewable energy operations, Ms. Murff is well qualified to serve on our Board. | | DIRECTOR SINCE: 2026 | |

  26. CLASS I DIRECTORS

    | ARRAY TECHNOLOGIES | 21 | 2026 PROXY STATEMENT |

  27. CLASS Ii DIRECTORS

    CLASS Ii DIRECTORS

  28. CLASS Ii DIRECTORS

    | | Emily Cohen Independent Director | | AGE: 43 | Emily Cohen has served on our Board since March 2026. Since April 2025, Ms. Cohen has served as Chief Commercial Officer of Primergy Solar (“Primergy”), a full-service energy developer, owner, and operator focused on deploying utility-scale solar photovoltaic and battery energy storage projects across the United States. From August 2020 to April 2025, Ms. Cohen served as Primergy’s Chief Development Officer. Prior to this, Ms. Cohen spent 18 years working in various capacities in the clean energy industry, including at equipment manufacturers, developers, and large owners and operators of various types of energy projects. These roles included work in finance, analysis, commercialization, procurement, site design, permitting and land acquisition, strategy and policy. Ms. Cohen holds a BA in Political Science: Public Policy Focus from The George Washington University. Because of her experience in the clean energy sector and her deep knowledge of energy markets and demand drivers, Ms. Cohen is well qualified to serve on our Board. | | DIRECTOR SINCE: 2026 | |

  29. CLASS Ii DIRECTORS

    | | Jayanthi (Jay) Iyengar Independent Director | | AGE: 64 | 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 (NYSE: OSK), 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. (NYSE: CNH), 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. (NYSE: XYL), 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 (NYSE: STLA), Eaton Aerospace (NYSE: ETN) and Xylem Inc. after starting her career in product development for Delphi/General Motors (NYSE: GM) 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. Because of her expertise in the areas of technology and engineering, Ms. Iyengar is well qualified to serve on our Board. | | DIRECTOR SINCE: 2021 | |

  30. CLASS Ii DIRECTORS

    | ARRAY TECHNOLOGIES | 22 | 2026 PROXY STATEMENT |

  31. CLASS Ii DIRECTORS

    | | Tracy Jokinen Independent Director | | AGE: 57 | 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 (NYSE: MMM), a global manufacturer of industrial, safety, healthcare and consumer products, in October 2019. She also served as Chief Financial Officer of G&K Services, Inc. (“G&K Services”), a publicly traded company and a provider of uniform rental, facility services, and workplace safety products, which was acquired by Cintas (Nasdaq: CTAS) 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 of Alamo Group Inc (NYSE: ALG), a leading global manufacturer of high-quality industrial and vegetation management equipment and Vestis Corp (NYSE: VSTS), a leading provider of uniforms and workplace supplies. She holds a BS in Accounting from St. Cloud State University. Because of her financial experience with publicly traded companies, Ms. Jokinen is well qualified to serve on our Board. | | DIRECTOR SINCE: 2022 | |

  32. CLASS Ii DIRECTORS

    | ARRAY TECHNOLOGIES | 23 | 2026 PROXY STATEMENT |

  33. Compensation of Directors

    Compensation of Directors The Human Capital Committee reviews annually the annual retainers paid to non-employee directors. As part of this process, the Human Capital Committee generally 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 for 2025. Our CEO, Mr. Hostetler, does not receive pay for serving as a director.

  34. 2025 Director Compensation Program

    2025 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 2025 were as follows:

  35. 2025 Director Compensation Program

    | POSITION | RETAINER ($) | | Annual Base Retainer | | | Cash | 75,000 | | Equity | 170,000 | | Annual Committee Chair 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 |

  36. 2025 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, generally subject to continued service on the Board through the vesting date. For 2025, the number of RSUs in each annual stock grant to non-employee directors was 22,164, 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.

  37. 2025 Director Compensation

    2025 Director Compensation The following table summarizes the compensation awarded or paid to the members of our Board for the year ended December 31, 2025. 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 for 2025 is included in the “2025 Summary Compensation Table” below.

  38. 2025 Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL ($) | | Paulo Almirante(2) | 29,032 | — | 108,790 | 137,822 | | 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 | — | — | 75,000 | | Gerrard Schmid | 75,000 | 170,000 | — | 245,000 |

  39. 2025 Director Compensation

    | 1. | Represents the aggregate grant date fair value of RSUs relating to shares of the Company’s common stock granted in 2025, 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 17 “Equity-Based Compensation and Other Benefit Plans” in our consolidated financial statements for the year ending December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding assumptions underlying the value of these awards. |

  40. 2025 Director Compensation

    | ARRAY TECHNOLOGIES | 24 | 2026 PROXY STATEMENT |

  41. 2025 Director Compensation

    | 2. | Mr. Almirante’s service as a member of our Board ended effective as of May 20, 2025, the day of the 2025 Annual Meeting. With respect to certain RSU awards that would have vested in 2025, Mr. Almirante was paid $108,790 in cash in lieu of such RSUs. |

  42. 2025 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 2025. 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. |

  43. EXECUTIVE SUMMARY

    | • | Adjusted EBITDA of $178 million for purposes of the 2025 leadership incentive plan (“LIP”)(1); |

  44. EXECUTIVE SUMMARY

    Since our IPO, average annual incentive bonus payouts under the Company’s LIP have been just below target levels (90%), reflecting achievement of near term operating objectives and the executive team’s sustained efforts to manage through significant volatility, with results varying by year based on performance.

  45. EXECUTIVE SUMMARY

    | PSU GRANTS | TSR DURING PERFORMANCE PERIOD | REALIZED VALUE (% OF TARGET) | | 2021-2023 PSUs | -61.1%(1) | 0% | | 2022-2024 PSUs | -61.5%(2) | 0% | | 2023-2025 PSUs | -52.3%(3) | 0% | | Average (PSUs – Completed Cycles) | | 0% |

  46. EXECUTIVE SUMMARY

    | ➢ | annual incentive bonuses; and |

  47. EXECUTIVE SUMMARY

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

  48. EXECUTIVE SUMMARY

    | • | No special retention equity awards were granted to our continuing NEOs in 2025; special “new-hire” awards(1) were granted to Mr. Jennings and Ms. Gunning in 2025, in connection with their commencement of employment. |

  49. What We Heard From Stockholders

    | • | Use of additional 2024 LIP performance measures, implemented mid-cycle, in connection with the Human Capital Committee’s mid-cycle review; |

  50. What We Heard From Stockholders

    | • | Awards of 2024 special RSUs, granted for retention purposes; and |

  51. Historical 2024 Compensation Decisions

    | • | The historical lack of PSU payouts and projections of no payouts for in-flight PSU cycles presented an additional factor in which the consideration of each executive’s realizable value may have been insufficient to retain such executives. |

  52. Historical 2024 Compensation Decisions

    | 2. | Reflects annualized base salary, projected 35% payout of the 2024 annual bonus, and estimated value of equity awards at September 24, 2024, assuming 25% achievement of 2024 PSUs, indicative of probable outcome as of 2024 year-end. |

  53. Historical 2024 Compensation Decisions

    | 3. | Mr. Zhu’s promotional RSU award is excluded from the table above for comparability purposes. |

  54. Historical 2024 Compensation Decisions

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

  55. Historical 2024 Compensation Decisions

    | ➢ | In September 2024, authorized supplemental grants of RSUs (the “Supplemental RSU Grant”) for each of our then-executive officers, including certain of our currently employed named executive officers indicated above, which vest as to 66 2/3% of the RSUs on the second anniversary of the grant date and as to the remainder of the RSUs on the third anniversary of the grant date, generally subject to the executive’s continued employment through the applicable vesting date. |

  56. Historical 2024 Compensation Decisions

    | • | Focus the executive officers on challenging but achievable performance measures for 2024, given the macroeconomic pressures then-facing our business, and continue to encourage dedicated corporate and individual performance throughout the remainder of 2024; and |

  57. Historical 2024 Compensation Decisions

    | • | Provide executive officers with sufficient long-term incentive opportunity during 2024 and beyond to further encourage retention and align our executives’ interests with those of our stockholders. |

  58. Historical 2024 Compensation Decisions

    Notably, the average of the original 2024 LIP and Six-Month LIP would have resulted in a payout of 129% of target, but the Human Capital Committee tempered such a result by capping any such payout at 95% of target to appropriately balance the need for retention of executives and alignment with stockholders. The table below considers the year-end value of compensation provided in 2024 inclusive of supplemental equity awards, as compared to the original target, reflecting target cash compensation, and grant date fair value of 2024 annual equity awards. The net effect of the Human Capital Committee’s special compensation actions was to increase the realizable value for each executive, with a specific goal of maximizing retention, even though such year-end values ended up being still below each executive’s original target total compensation.

  59. Historical 2024 Compensation Decisions

    | 2. | Reflects annualized base salary, actual bonus for 2024, and accounting fair value of equity awards at December 31, 2024. |

  60. Historical 2024 Compensation Decisions

    | 3. | Mr. Zhu’s promotional RSU award is excluded from the table above, for comparability purposes. |

  61. Forward-Looking Actions

    | ○ | The Human Capital Committee carefully considers the competitiveness of our executive pay program and makes adjustments only when competitive positioning versus the external market, in combination with internal equity and retention considerations, warrants such adjustment; and |

  62. Forward-Looking Actions

    | ○ | In March 2026, the Human Capital Committee approved 2026 target compensation levels (base salary, target opportunity under the LIP, and target long-term incentive awards) that were unchanged from 2025 levels for all NEOs and Section 16 Officers, and all but one of the CEO’s direct reports. |

  63. Forward-Looking Actions

    | • | Short-Term LIP Program: |

  64. Forward-Looking Actions

    | • | Long-Term Incentive Award: |

  65. Forward-Looking Actions

    | ○ | Long-term incentive award mix is set at 50% PSUs and 50% RSUs to help ensure that a substantial portion of our executives’ compensation is performance-based; and |

  66. Forward-Looking Actions

    | ○ | PSU payout is impacted by a relative TSR modifier (explained in more detail under “—Long-Term Stock Incentive Awards—PSUs” on page 44 below), directly aligning executives’ compensation with stockholder outcomes. |

  67. COMPENSATION BEST PRACTICES AND POLICIES

    | | WHAT WE DON'T DO | | We don’t allow our executives to sell short or hold derivative instruments tied to our shares (other than compensatory awards issued by us) | | | We don’t allow our executives to hedge our shares, unless pre-approved by the CLO | | | We don’t allow our executive officers to pledge Company shares | | | We don’t provide for tax gross-ups in our current change in control agreements | | | We don’t provide for liberal share counting in our 2020 long-term incentive plan (“LTIP”) | | | We don’t allow repricing of underwater stock options without stockholder approval | |

  68. Cap on Payouts Under Our Incentive Plans

    Cap on Payouts Under Our Incentive Plans As described below under “—2025 Plan Design” and “—Long-Term Stock Incentive Awards,” with respect to 2025, annual incentive bonus payouts under our leadership incentive plan and performance stock unit payouts were each subject to a maximum of 200% of target.

  69. THE ROLE OF OUR HUMAN CAPITAL COMMITTEE

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

  70. 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; |

  71. 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. |

  72. 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 2025. Pay Governance was engaged to provide analysis and recommendations to the Human Capital Committee regarding: (1) trends and emerging topics with respect to executive compensation; (2) peer group selection for executive compensation benchmarking; (3) compensation practices of our peer group; (4) compensation offers and programs for our executive officers (including our CEO), non-employee director programs, and equity-based compensation programs for our employees; and (5) 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 2025. 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 2025, Pay Governance attended all five regularly scheduled and two 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 2025 and concluded that Pay Governance’s work for the Human Capital Committee does not raise any conflicts of interest.

  73. THE ROLE OF THE COMPENSATION CONSULTANT

    | ARRAY TECHNOLOGIES | 36 | 2026 PROXY STATEMENT |

  74. 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. For use in compensation decisions for the year ended December 31, 2025, the Human Capital Committee selected an updated peer group comprised of 17 size- and industry-relevant companies. These peer companies were selected based on comparability in company size, with revenue and market capitalization serving as the primary size criteria, supplemented by consideration of other select financial metrics (including TSR, valuation multiple, revenue growth, EBITDA, and profit margin). The updated peer group organizations generally fell within the following size ranges, relative to the Company, aligning with governance best practices:

  75. Competitive Benchmarking

    | • | Revenue of 0.3x to 3.0x (of the Company’s revenue); and |

  76. Competitive Benchmarking

    | • | Market capitalization of 0.25x to 5.0x (of the Company’s market capitalization). |

  77. Competitive Benchmarking

    As a result of this annual review, the Human Capital Committee added several new peers and removed others, with the objective of “right-sizing” the peer group for 2025 to reflect the change in market dynamics since our IPO and maintaining a peer group of close industry and industry-adjacent talent competitors in the solar and renewable energy space whose business focus and scale are comparable to the Company, while removing peers whose inclusion was no longer appropriate due to changes in business mix, size, or scale over time. 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 resulting peer group was as follows:

  78. Competitive Benchmarking

    | • | American Superconductor Corporation; |

  79. Competitive Benchmarking

    | • | Enphase Energy, Inc.; |

  80. Competitive Benchmarking

    | • | ESCO Technologies Inc.; |

  81. Competitive Benchmarking

    | • | Fluence Energy, Inc.; |

  82. Competitive Benchmarking

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

  83. Competitive Benchmarking

    | • | FTC Solar, Inc.; |

  84. Competitive Benchmarking

    | • | Gibraltar Industries, Inc.; |

  85. Competitive Benchmarking

    | • | Helios Technologies, Inc. |

  86. Competitive Benchmarking

    | • | Lindsay Corporation; |

  87. Competitive Benchmarking

    | • | Littelfuse, Inc.; |

  88. Competitive Benchmarking

    | • | Nextpower Inc. (formerly Nextracker, Inc.); |

  89. Competitive Benchmarking

    | • | Power Integrations, Inc.; |

  90. Competitive Benchmarking

    | • | Rogers Corporation; |

  91. Competitive Benchmarking

    | • | Shoals Technologies Group, Inc.; |

  92. Competitive Benchmarking

    | • | SolarEdge Technologies, Inc.; |

  93. Competitive Benchmarking

    | • | Sunrun Inc.; and |

  94. Competitive Benchmarking

    | • | The Timken Company. |

  95. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    | • | annual incentive bonuses; and |

  96. COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

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

  97. 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 surveys and reviewing competitive trends. The following are the base salaries for our NEOs as of December 31, 2025:

  98. BASE SALARIES

    In early 2025, our Human Capital Committee conducted its annual review of our executive team’s compensation, including evaluating their performance and reviewing external compensation benchmarking information provided by Pay Governance. Based on such review, our Human Capital Committee approved a base salary increase for Mr. Hostetler from $850,000 to $875,000, a base salary increase for Mr. Manning from $450,000 to $465,000, a base salary increase for Ms. Gunning from $445,000 to $450,000, and a base salary increase for Mr. Collins from $422,300 to $435,000 in each case, effective as of March 18, 2025. Based on a review of market data, the Human Capital Committee determined that Mr. Jennings’ salary of $500,000 as set forth in his offer letter remained market competitive. In early 2026, the Human Capital Committee again conducted an annual review of our executive team’s compensation and based on our executives’ respective competitive positioning vs. external compensation benchmarking information, the Human Capital Committee approved zero percent (0%) base salary increases for our NEOs.

  99. ANNUAL INCENTIVE BONUSES

    ANNUAL INCENTIVE BONUSES We maintain 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 performance measures and goals, encouraging further contributions by the executive to stockholder value. The graphic below illustrates how the bonus was calculated in the 2025 LIP design, including the weighting of the corporate performance measures.

  100. 2025 Plan Design

    2025 Plan Design 1. See the section entitled “—Performance Measures and Goals” below for additional information on how we define Adjusted EBITDA(2) and see Appendix A for reconciliation of net income to Adjusted EBITDA. 2. Adjusted EBITDA of $178 million for purposes of the 2025 LIP. For 2025, earned annual incentive bonus payouts under the 2025 LIP for each weighted factor 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 on any weighted factor would result in a payout of 0% for that factor. The 2025 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 2025:

  101. 2025 Plan Design

    the use of 12-month performance measures at the earliest point at which the Human Capital Committee deems it to be appropriate. The measurement of corporate Management by Objectives (“MBOs”) and the Human Capital Committee’s qualitative assessment were based on full-year results. External factors the Human Capital Committee generally considered in selecting the design approach discussed above include macroeconomic conditions, tariff policy, trade restrictions or retaliatory actions, and other factors further described in our Annual Report on Form 10-K for the year ended December 31, 2025 under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Results of Operations.” Our Human Capital Committee structured the 2025 annual incentive bonus to be predominately formulaic and directly linked to the achievement of Company-wide performance measures and goals 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 performance measures and goals.

  102. Performance Measures and Goals

    Performance Measures and Goals In determining the performance measures and goals for our 2025 LIP in early 2025, the Human Capital Committee based the performance measures on the Company’s budget as approved by our Board. Each performance measure 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 certain performance measures, 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 measure. In the event the threshold performance level is not met for a given performance measure, none of the annual incentive bonus is earned for that measure. Similarly, achieving above the stretch performance level earns the maximum percentage for a performance measure. In the event that a performance measure 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 measure. 2025 performance measures determined by the Human Capital Committee included:

  103. Performance Measures and Goals

    | • | Adjusted EBITDA(1). Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a core measure of our profitability that considers both top line revenue performance and cost management and represents a key metric that our stockholders utilize to measure our performance. We define Adjusted EBITDA as net income (loss) adjusted by (1) other (income) expense, net, (2) gain on extinguishment of debts, net (3) foreign currency (gain) loss, net, (4) preferred dividends and accretion, (5) interest expense, (6) income tax (benefit) expense, (7) depreciation expense, (8) amortization of intangibles, (9) amortization of developed technology and backlog, (10) equity-based compensation, (11) change in fair value of contingent consideration, (12) impairment of long-lived assets, (13) goodwill impairment, (14) certain legal expenses, (15) acquisition-related expenses, (16) inventory valuation charge, and (17) other costs. See Appendix A for reconciliation of net income to Adjusted EBITDA; |

  104. Performance Measures and Goals

    | • | Cash Conversion Cycle. Cash Conversion Cycle, or CCC, measures the efficiency of our capital allocation and represents the number of days it takes for us to convert sales into cash flow, and it also represents a key performance measure that our stockholders regularly analyze to assess our performance; |

  105. Performance Measures and Goals

    | • | Human Capital Committee Objective—Qualitative Assessment. As part of the Company’s 2025 annual incentive framework, the Human Capital Committee conducted a qualitative, holistic assessment of management effectiveness and overall business performance. This assessment is designed to capture critical performance achievement that may not be fully reflected in quantitative financial and operational measures, including leadership effectiveness, execution against strategic priorities, organizational health, talent management, risk management, and the sustainability of business results; and |

  106. Performance Measures and Goals

    | • | Company MBOs. For the 2025 LIP plan design, the Human Capital Committee continued to utilize Company MBOs to focus its executive officers on the Company’s strategic objectives for 2025. Three measures were chosen to track these strategic objectives: (1) total reportable incident rate (“TRIR”); (2) on-time delivery rate; and (3) strategic cost objectives related to total purchasing productivity, incentivizing efficient sourcing of certain components and materials. |

  107. Performance Measures and Goals

    | 1. | Adjusted EBITDA of $178 million for purposes of the 2025 LIP. |

  108. Performance Measures and Goals

    | ARRAY TECHNOLOGIES | 41 | 2026 PROXY STATEMENT |

  109. Evaluation of Performance Results

    | 2025 LIP Measures | WEIGHT (% OF ANNUAL TARGET OPPORTUNITY) | PERFORMANCE SCALE | | | ACTUAL RESULTS | PAYOUT (AS A % OF TARGET) | | | | THRESHOLD | TARGET | STRETCH | | | | First-Half 2025 LIP Performance Measures | | | | | | | | Adjusted EBITDA for 2025 LIP Purposes($)(1) | 27.5% | $82M | $109.4M | $136.7M | $104.1M | 90.4% | | Cash Conversion Cycle (days) | 12.5% | 85.4 | 68.3 | 51.2 | 63.6 | 127.7% | | Second-Half 2025 LIP Performance Measures | | | | | | | | Adjusted EBITDA for 2025 LIP Purposes($)(1) | 27.5 % | $66.3M | $88.4M | $110.5M | $73.8M | 66.9% | | Cash Conversion Cycle (days) | 12.5% | 93.8 | 75.0 | 56.3 | 75.9 | 97.7% | | Full-year LIP Performance Measures | | | | | | | | Human Capital Committee Objective | 10% | Qualitative Assessment | | | | 150% | | Company MBOs TRIR (bps) | 3.34% | 1.88 | 1.5 | 1.13 | 0.77 | 200% | | On-Time Delivery (avg % per qtr) | 3.33% | 88% | 94% | 98% | 93.4% | 95.3% | | Strategic cost objectives ($m) | 3.33% | $18.8M | $25.0M | $31.3M | $42.7M | 200% | | Total | 100% | | | | | 103% |

  110. Final 2025 Bonus Determination

    Final 2025 Bonus Determination Actual achievement against first-half and second-half financial measures is reflected in the table above. Notably, the acquisition of APA was not contemplated at the time Adjusted EBITDA performance goals were established, and Adjusted EBITDA attributable to APA for 2025 is therefore excluded from Adjusted EBITDA for 2025 LIP purposes(1). The efforts of the NEOs in relation to the APA Acquisition were contemplated and recognized in the Human Capital Committee’s qualitative assessment described below. The Human Capital Committee’s qualitative assessment considered the performance of the NEOs during 2025, a year in which the Company faced significant uncertainty and volatility in its operating environment. Among other factors, the Human Capital Committee considered:

  111. Final 2025 Bonus Determination

    | • | The Company’s improved revenue and overall operating results year-over-year in light of factors such as the U.S. interest rate environment, increased costs, and supply chain disruptions; |

  112. Final 2025 Bonus Determination

    | • | Identification of strategic growth opportunities culminating in the APA Acquisition in August 2025; |

  113. Final 2025 Bonus Determination

    | • | Planning and integration efforts related to the APA Acquisition; and |

  114. Final 2025 Bonus Determination

    | • | The Company’s talent management strategy and related retention outcomes. |

  115. Final 2025 Bonus Determination

    Accordingly, the Human Capital Committee used its discretion in approving the payout of the qualitative assessment portion of the LIP at 150% of target for each NEO; this portion of the annual bonus reflects 10% of the overall target LIP opportunity. Performance related to MBOs, and associated achievement factors, varied by measure:

  116. Final 2025 Bonus Determination

    | • | TRIR achievement of 0.77 exceeded the stretch goal of 1.13, resulting in 200% payout for this component; this portion of the annual bonus reflects 3.34% of the overall target LIP opportunity. |

  117. Final 2025 Bonus Determination

    | • | On-time delivery for 2025 was 93.4% versus a target value of 94%, resulting in below target payout of 95.3% for this component; this portion of the annual bonus reflects 3.33% of the overall target LIP opportunity. |

  118. Final 2025 Bonus Determination

    | • | Realization of strategic cost objectives totaled $42.7M of purchasing productivity for 2025, exceeding the stretch goal of $31.3M and resulting in 200% payout for this component; this portion of the annual bonus reflects 3.33% of the overall target LIP opportunity. |

  119. Final 2025 Bonus Determination

    1. Adjusted EBITDA of $178 million for purposes of the 2025 LIP.

  120. Final 2025 Bonus Determination

    | ARRAY TECHNOLOGIES | 42 | 2026 PROXY STATEMENT |

  121. Final 2025 Bonus Determination

    In early 2026, the Human Capital Committee reviewed the Company’s financial performance against the pre-determined performance measures and goals for the first half and second half of 2025, as well as the full-year LIP measures. As detailed above, the Human Capital Committee concluded that the Company’s performance resulted in the total overall annual incentive payout factor for 2025 had been achieved at 103% of target.

  122. 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 in part on a general, holistic assessment of performance during the prior 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. Our Human Capital Committee sets the individual annual grant values to reflect: (1) the level of responsibility and individual contribution of each executive officer and their potential impact on the long-term success of the business; (2) a desire to maintain or set, as applicable, a market-competitive compensation package for each officer; and (3) 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 value to be awarded to each NEO. The target aggregate value is then allocated among the types of awards granted for such year. In 2025, our NEOs’ target annual awards were granted 50% in RSUs and 50% in PSUs.

  123. 2025 Long-Term Incentive Award Grants

    2025 Long-Term Incentive Award Grants The Human Capital Committee approved long-term incentive awards for 2025 to our NEOs as follows:

  124. 2025 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 NEW-HIRE RSU GRANTS ($)(1) | GRANT DATE FAIR VALUE OF ANNUAL PSUs (AT TARGET) ($)(2) | | Kevin Hostetler | 4,776,334 | 2,299,994 | — | 2,476,340 | | H. Keith Jennings | 2,057,500 | 749,999 | 499,997 | 807,503 | | Neil Manning | 778,745 | 374,997 | — | 403,748 | | Gina Gunning | 1,135,847 | 402,496 | 299,995 | 433,356 | | Terrance Collins | 778,745 | 374,997 | — | 403,748 |

  125. 2025 Long-Term Incentive Award Grants

    | 1. | For 2025, the number of RSUs awarded was determined by dividing the target intended value of the award by our closing stock price on the date of grant. For Mr. Jennings and Ms. Gunning, the amounts reported in the column titled “Grant Date Fair Value of New-Hire RSU Grants” consist of sign-on grants of RSUs in connection with their appointments as Chief Financial Officer and Chief Legal Officer and Corporate Secretary, respectively. |

  126. 2025 Long-Term Incentive Award Grants

    | 2. | For 2025, the number of PSUs (at target level of performance) awarded was determined by dividing the target intended value of the award by our closing stock price on the service inception date. The fair value of the PSUs is calculated using a Monte-Carlo model and is based on the probable outcome of the associated performance conditions. |

  127. RSUs

    RSUs The annual RSUs granted to our NEOs in 2025 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. In connection with the commencement of his employment as our Chief Financial Officer on January 6, 2025, Mr. Jennings was granted a special, “new hire” RSU grant on January 15, 2025, with a target grant date fair value of $500,000. The grant vests in its entirety on the third anniversary of the grant date, generally subject to Mr. Jennings’ continued employment with the Company through the vesting date.

  128. RSUs

    | ARRAY TECHNOLOGIES | 43 | 2026 PROXY STATEMENT |

  129. RSUs

    In connection with the commencement of her employment as our Chief Legal Officer and Corporate Secretary on January 27, 2025, Ms. Gunning was granted a special, “new hire” RSU grant on January 30, 2025, with a target grant date fair value of $300,000. The grant vests in three equal annual installments, beginning on the first anniversary of the grant date, generally subject to Ms. Gunning’s continued employment with the Company through the vesting date. Pursuant to the terms of the Executive Severance Plan, upon a qualifying termination not in connection with change in control (as described in the Executive Severance Plan), all unvested RSUs granted in 2025 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 2025 will become immediately vested as of the separation date.

  130. PSUs

    PSUs The PSUs granted to our NEOs in 2025 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2025-2027 performance period, and generally subject to the NEO’s continued employment through the vesting date. Specifically, performance objectives for the PSUs granted in 2025 are 50% based on the average of the 1-year revenue growth figures recorded by the Company in each of the three fiscal years in the performance period and 50% based on the average of the 1-year cumulative adjusted earnings per share (“EPS”) growth figures 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:

  131. PSUs

    | 1. | Adjusted earnings per share represents adjusted net income divided by the weighted average number of common shares outstanding. We define adjusted net (loss) income as net (loss) income to common shareholders plus: (a) amortization of intangibles; (b) amortization of developed technology and backlog; (c) amortization of debt discount and issuance costs; (d) Series A Preferred stock accretion; (e) equity-based compensation; (f) change in fair value of contingent consideration; (g) impairment of long-lived assets; (h) goodwill impairment; (i) certain legal expenses; (j) acquisition-related expenses; (k) other costs; and (l) income tax (benefit) expense adjustments. See Appendix A for reconciliation of net income to adjusted net income. |

  132. PSUs

    The 2025 PSUs will be based on financial goals established and measured on an annual basis. At the end of each one-year measurement period during the 2025-2027 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 weighted percentage of target. At the end of the 2027 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 2025-2027 performance period (the “Cumulative Performance Payout Percentage”). Based on the Cumulative Performance Payout Percentage, the Human Capital Committee will then evaluate our TSR performance relative to a defined group of three peer companies in the utility scale solar space over the 3 years covering the 2025-2027 performance period (“RTSR” or “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%. For the 2025-2027 performance period, the companies included in calculating the RTSR Modifier are (1) Array Technologies, Inc.; (2) FTC Solar, Inc.; (3) Nextpower Inc. (formerly Nextracker Inc.); and (4) Shoals Technologies Group, Inc. These organizations reflect publicly traded utility-scale solar companies that the Human Capital Committee believe were most appropriate for RTSR performance comparison. The applicable RTSR Modifier will be multiplied by the Cumulative Performance Payout Percentage to determine the final payout for the 2025-2027 performance period as a percentage of target. The final payout factor reflects the combination of Cumulative Performance Payout Percentage and the RTSR Modifier; the final payout factor cannot exceed 200%. The Human Capital Committee established pre-set Threshold, Target, and Stretch performance goals for revenue growth and EPS growth for the fiscal 2025 portion of the 2025 PSUs, which will be disclosed in the Company’s 2028 proxy statement. These goals will not be publicly disclosed during the applicable performance period due to the

  133. PSUs

    | ARRAY TECHNOLOGIES | 44 | 2026 PROXY STATEMENT |

  134. PSUs

    risk of competitive harm that could result from premature disclosure. The Human Capital Committee believes the not yet disclosed performance objectives are rigorous and appropriately challenging and are designed to align incentive outcomes with the achievement of key financial and growth objectives as the Company navigates near- and longer-term challenges at the Company and across the broader solar industry. The use of one-year PSU measurement periods was due to the uncertain regulatory environment and corporate strategic considerations for 2025, and the resulting difficulty in forecasting three-year goals that are sufficiently rigorous, and the Company intends to return to the use of three-year metrics at the earliest point in which the Human Capital Committee deems it to be appropriate. 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 described 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 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 representing time-based awards that continue 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.

  135. Settlement of 2023 PSU Grants

    Settlement of 2023 PSU Grants In February 2026, our Human Capital Committee completed the evaluation of the results of the 2023-2025 performance period and determined that the performance thresholds were not achieved for the established performance metrics. As a result, none of the PSUs granted to our NEOs in 2023 vested. The performance metrics and goal achievement for the 2023-2025 performance period were as follows:

  136. Settlement of 2023 PSU Grants

    | | METRIC PERFORMANCE SCALE | | | PERFORMANCE LEVEL ACHIEVED | PAYOUT (AS A % OF TARGET) | | METRIC | THRESHOLD | TARGET | STRETCH | | | | Three-Year Average Revenue Growth (%) | 14.6% | 17.2% | 19.8% | -8.6% | 0 | | Three-Year Cumulative Adjusted EPS ($) | $3.32 | $3.91 | $4.50 | $2.37 | 0 | | RTSR Modifier | +/- 25% modifier, relative to performance vs. Russell 2000 | | | N/A(1) | | | Total | | | | | 0 |

  137. Settlement of 2023 PSU Grants

    | 1. | Based on the performance achievement of revenue growth and adjusted EPS being below threshold, the Human Capital Committee did not formally assess the results of the RTSR Modifier in certifying achievement of 2023-2025 performance cycle at 0% payout. |

  138. 2026 Compensation Peer Group

    2026 Compensation Peer Group For 2026, the compensation peer group was reviewed and evaluated by the Human Capital Committee in consultation with Pay Governance. The Human Capital Committee believes the current peer group is appropriately constructed, remains aligned with the Company’s size, growth, and business profile, and therefore made no further changes for 2026.

  139. 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 April 5,

  140. SEVERANCE AGREEMENTS

    | ARRAY TECHNOLOGIES | 45 | 2026 PROXY STATEMENT |

  141. SEVERANCE AGREEMENTS

    2024, our Human Capital Committee amended and restated our Executive Severance Plan, which 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, 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.

  142. Special Retention Equity Awards

    Special Retention Equity Awards Special retention equity awards are used only in rare, extraordinary circumstances. No special retention equity awards were granted to our NEOs in 2025.

  143. New-Hire Cash Bonuses

    New-Hire Cash Bonuses In connection with the commencement of his employment in January 2025, Mr. Jennings received a special cash bonus of $100,000 to assist with relocation expenses. The relocation payment is subject to repayment by Mr. Jennings if his employment is terminated for cause or if he resigns without good reason within 18 months of his employment commencement date. In connection with the commencement of her employment in January 2025, Ms. Gunning received two special cash bonus payments, totaling $175,000 ($87,500 each) in recognition of forfeited long-term incentive awards with her previous employer. Further, in recognition of the forfeiture of the 2024 annual bonus from her previous employer, Ms. Gunning received a special cash bonus of $270,000, paid at the time of Array’s annual bonus payments. Ms. Gunning also received a special cash bonus of $100,000 to assist with relocation expenses. Each of the relocation payment and other special cash payments is subject to repayment by Ms. Gunning if her employment is terminated for cause or if she resigns without good reason: within 18 months of her employment commencement date in the case of the relocation payment, within 24 months of her employment commencement date in the case of the special cash payments in recognition of forfeited long-term incentive awards, and within 24 months of bonus payment date in the case of the special cash bonus in recognition of forfeiture of 2024 annual bonus.

  144. New-Hire Cash Bonuses

    | ARRAY TECHNOLOGIES | 46 | 2026 PROXY STATEMENT |

  145. 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; |

  146. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | The performance measures 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; |

  147. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

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

  148. 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 |

  149. ASSESSMENT OF RISK AND RECOVERY OF COMPENSATION

    | • | executive officers are subject to robust stock ownership guidelines, helping to further ensure their long-term compensation interest is tied to long-term Company performance. |

  150. 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 2025, equity compensation for our NEOs consisted solely of RSUs and PSUs; we did not grant stock options or stock appreciation rights to our NEOs in 2025.

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

    | ARRAY TECHNOLOGIES | 47 | 2026 PROXY STATEMENT |

  152. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2025, 2024, and 2023, as applicable:

  153. 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Kevin Hostetler (Chief Executive Officer) | 2025 | 869,135 | — | 4,776,334 | 1,126,563 | 31,768(4) | 6,803,799 | | | 2024 | 850,000 | — | 6,988,247 | 1,009,375 | 19,385 | 8,867,007 | | | 2023 | 850,000 | — | 3,599,995 | 1,253,750 | 13,200 | 5,716,945 | | H. Keith Jennings (Chief Financial Officer) | 2025 | 480,769 | 100,000 | 2,057,500 | 406,356 | 33,762(5) | 3,078,387 | | Neil Manning (President and Chief Operating Officer) | 2025 | 461,481 | — | 778,745 | 335,265 | 17,586(6) | 1,593,077 | | | 2024 | 418,991 | — | 1,097,653 | 282,197 | 14,490 | 1,813,331 | | | 2023 | 338,942 | 230,700 | 749,996 | 243,678 | 13,200 | 1,576,516 | | Gina Gunning (Chief Legal Officer and Corporate Secretary) | 2025 | 406,039 | 545,000 | 1,135,847 | 279,814 | 16,780(7) | 2,383,480 | | Terrance Collins (Chief Human Resources Officer) | 2025 | 432,020 | — | 778,745 | 268,830 | 21,858(8) | 1,501,454 | | | 2024 | 418,042 | — | 1,073,789 | 240,711 | 17,688 | 1,750,231 | | | 2023 | 410,000 | — | 630,002 | 290,280 | 13,200 | 1,343,482 |

  154. 2025 SUMMARY COMPENSATION TABLE

    | 1. | For 2025, these amounts represent a $100,000 sign-on payment for Mr. Jennings to assist with relocation expenses, and for Ms. Gunning two separate sign-on payments of $87,500 each in recognition of forfeited long-term incentive awards with her previous employer, a $270,000 payment in recognition of forfeited 2024 annual bonus from her previous employer, and a $100,000 sign-on relocation payment. |

  155. 2025 SUMMARY COMPENSATION TABLE

    | 2. | Amounts reported for 2025 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 in 2025. The grant date fair value of the 2025 awards is calculated using the closing price of our common stock on the date of grant (and, in the case of PSUs, using closing price on the service inception date and further 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 17 “Equity-Based Compensation and Other Benefit Plans” in our consolidated financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional details regarding assumptions underlying the value of these awards. With respect to PSUs granted to Messrs. Hostetler, Jennings, Manning, Ms. Gunning and Mr. Collins in 2025, 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 PSU award if all applicable performance goals associated with such awards were achieved at maximum levels is $4,599,989 for Mr. Hostetler, $1,499,999 for Mr. Jennings, $749,993 for Mr. Manning, $804,992 for Ms. Gunning, and $749,993 for Mr. Collins, calculated using the closing price of our common stock on March 18, 2025, the service inception date. |

  156. 2025 SUMMARY COMPENSATION TABLE

    | 3. | For 2025, represents amounts payable to the NEOs for 2025 performance under the 2025 LIP. For a more detailed description of the 2025 LIP, see “—Annual Incentive Bonuses.” |

  157. 2025 SUMMARY COMPENSATION TABLE

    | 4. | This amount represents: (i) Array's contributions to Mr. Hostetler’s account under the Retirement Plan in the amount of $14,000; (ii) incremental cost to Array of supplemental LTD coverage in the amount of $11,806; (iii) incremental cost to Array of an annual physical in the amount of $4,672; and (iv) term life insurance premiums paid by Array in the amount of $1,290. |

  158. 2025 SUMMARY COMPENSATION TABLE

    | 5. | This amount represents: (i) Array's contributions to Mr. Jennings’ account under the Retirement Plan in the amount of $14,000; (ii) incremental cost to Array of supplemental LTD coverage in the amount of $2,255; (iii) term life insurance premiums paid by Array in the amount of $1,241; and (iv) reimbursement of temporary housing and living expenses in the amount of $16,267, in accordance with the terms of Mr. Jennings’ offer letter. |

  159. 2025 SUMMARY COMPENSATION TABLE

    | 6. | This amount represents: (i) Array's contributions to Mr. Manning's account under the Retirement Plan in the amount of $14,000; (ii) incremental cost to Array of supplemental LTD coverage in the amount of $2,296; and (iii) term life insurance premiums paid by Array in the amount of $1,290. |

  160. 2025 SUMMARY COMPENSATION TABLE

    | 7. | This amount represents: (i) Array's contributions to Ms. Gunning’s account under the Retirement Plan in the amount of $14,000; (ii) incremental cost to Array of supplemental LTD coverage in the amount of $1,589; and (iii) term life insurance premiums paid by Array in the amount of $1,191. |

  161. 2025 SUMMARY COMPENSATION TABLE

    | 8. | This amount represents: (i) Array's contributions to Mr. Collins' account under the Retirement Plan in the amount of $14,000; (ii) incremental cost to Array of supplemental LTD coverage in the amount of $3,601; (iii) term life insurance premiums paid by Array in the amount of $1,980; and (iv) incremental cost to Array of an annual physical in the amount of $2,277. |

  162. 2025 SUMMARY COMPENSATION TABLE

    | ARRAY TECHNOLOGIES | 49 | 2026 PROXY STATEMENT |

  163. GRANTS OF PLAN-BASED AWARDS DURING 2025

    GRANTS OF PLAN-BASED AWARDS DURING 2025 The following table presents information regarding grants of plan-based awards made to our NEOs during 2025:

  164. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | NAME | GRANT DATE(1) | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(2) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(4) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(5) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Kevin Hostetler | — | 18,211 | 1,093,750 | 2,187,500 | | | | | | | | 03/18/2025 | | | | 79,731 | 375,203 | 750,406 | | 2,476,340 | | | 03/18/2025 | | | | | | | 375,203 | 2,299,994 | | H. Keith Jennings | — | 6,569 | 394,521 | 789,041 | | | | | | | | 03/18/2025 | | | | 25,999 | 122,349 | 244,69 | | 807,503 | | | 03/18/2025 | | | | | | | 122,349 | 749,999 | | | 1/15/2025 | | | | | | | 74,738 | 499,997 | | Neil Manning | — | 5,420 | 325,500 | 651,000 | | | | | | | | 03/18/2025 | | | | 12,999 | 61,174 | 122,348 | | 403,748 | | | 03/18/2025 | | | | | | | 61,174 | 374,997 | | Gina Gunning | — | 4,523 | 271,664 | 543,328 | | | | | | | | 03/18/2025 | | | | 13,953 | 65,660 | 131,320 | | 433,356 | | | 03/18/2025 | | | | | | | 65,660 | 402,496 | | | 1/30/2025 | | | | | | | 40,160 | 299,995 | | Terrance Collins | — | 4,346 | 261,000 | 522,000 | | | | | | | | 03/18/2025 | | | | 12,999 | 61,174 | 122,348 | | 403,748 | | | 03/18/2025 | | | | | | | 61,174 | 374,997 |

  165. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 1. | This column reflects grant date associated with RSU awards. For PSUs, the listed date reflects the service inception date; the corresponding grant date fair value for PSUs represents the probable outcome as of the service inception date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the service inception date under FASB ASC 718. |

  166. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 2. | Amounts in these columns represent potential payouts under our 2025 LIP, reflecting the combined opportunity between first-half, second-half, and full-year 2025 performance measures. For a threshold payout, the reported amounts reflect achievement of just one MBO goal, weighted 3.33%, at threshold (or 1.665% of target), which we consider to be the minimum amount of the 2025 LIP that could have been earned by an NEO if anything was earned under the award at all. |

  167. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 3. | Amounts in these columns represent the potential number of PSUs that may be earned based on Company financial performance and RTSR performance. For a threshold payout, the reported amounts reflect achievement of just one weighted goal, weighed 50%, at threshold with further reduction for RTSR modifier results if the Company were to rank 4th among RTSR peers (or 21.25% of target), which we consider to be the minimum amount that could have been earned by an NEO if anything was earned under the award at all. We have included additional information about these awards under “—2025 Long-Term Incentive Award Grants.” |

  168. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 4. | Amounts in this column represent the number of RSUs awarded to each NEO. We have included additional information about these awards under “—2025 Long-Term Incentive Award Grants.” |

  169. GRANTS OF PLAN-BASED AWARDS DURING 2025

    | 5. | 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, the closing price on the service inception date and further using a Monte-Carlo model for each award on such date and based on the probable outcome of the associated performance conditions). See footnote 2 to the Summary Compensation Table for more information. |

  170. 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, Jennings, Manning, Ms. Gunning, and Mr. Collins. Under the terms of each employment agreement, each executive officer is entitled to an annual base salary as described, with respect to 2025, under “—Base Salaries,” to participate in our LIP with a target annual incentive bonus as described, with respect to 2025 under “—Annual Incentive Bonuses,” and to participate in our LTIP as described, with respect to 2025, under “—Long-Term Stock Incentive Awards,” as well as to participate in broad-based employee benefits.

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

    | ARRAY TECHNOLOGIES | 50 | 2026 PROXY STATEMENT |

  172. 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: (1) 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 (2) an Employee Inventions Assignment Agreement. Grants made in 2025 are described more fully above under “—Long-Term Stock Incentive Awards” and “—Annual Incentive Bonuses.” More information concerning the amount of salary and incentive compensation in proportion to total compensation for our NEOs is provided above under “—Components of Our Executive Compensation Program.”

  173. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

  174. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | NAME | GRANT DATE(1) | 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 ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | | Kevin Hostetler | 03/17/2023 | 35,150(3) | 324,083 | | | | | 03/12/2024 | 112,299(3) | 1,035,397 | | | | | 09/24/2024 | 322,834(4) | 2,976,529 | | | | | 03/18/2025 | 375,203(3) | 3,459,372 | | | | | 03/17/2023 | | | 0(5) | 0 | | | 05/21/2024 | | | 61,505(6) | 567,071 | | | 03/18/2025 | | | 375,203(7) | 3,459,372 | | H. Keith Jennings | 01/15/2025 | 74,738(8) | 689,084 | | | | | 03/18/2025 | 122,349(3) | 1,128,058 | | | | | 03/18/2025 | | | 122,349(8) | 1,128,058 | | Neil Manning | 02/15/2023 | 3,749(3) | 34,566 | | | | | 03/17/2023 | 4,882(3) | 45,012 | | | | | 03/12/2024 | 16,434(3) | 151,521 | | | | | 09/24/2024 | 59,055(4) | 544,487 | | | | | 03/18/2025 | 61,174(3) | 564,024 | | | | | 03/17/2023 | | | 0(5) | 0 | | | 05/21/2024 | | | 9,001(6) | 82,985 | | | 03/18/2025 | | | 61,174(7) | 564,024 | | Gina Gunning | 01/30/2025 | 40,160(3) | 370,275 | | | | | 03/18/2025 | 65,660(3) | 605,385 | | | | | 03/18/2025 | | | 65,660(7) | 605,385 | | Terrance Collins | 03/17/2023 | 6,152(3) | 56,721 | | | | | 03/19/2024 | 17,256(3) | 159,100 | | | | | 09/24/2024 | 49,606(4) | 457,367 | | | | | 03/18/2025 | 61,174(3) | 564,024 | | | | | 03/17/2023 | | | 0(5) | 0 | | | 05/21/2024 | | | 9,451(6) | 87,134 | | | 03/18/2025 | | | 61,174(7) | 564,024 |

  175. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 1. | For PSUs awarded in 2025 and reflected in the Grants Of Plan-Based Awards During 2025 table, figure reflects service inception date. |

  176. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | ARRAY TECHNOLOGIES | 51 | 2026 PROXY STATEMENT |

  177. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 2. | The amounts set forth in this column include the number of shares subject to the applicable award multiplied by $9.22, the closing price of our common stock on December 31, 2025, the last trading day of 2025. |

  178. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 3. | 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. |

  179. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 4. | 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. |

  180. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 5. | Represents the number of shares subject to target PSU awards that were granted to our named executive officers in 2023 that were earned as of December 31, 2025 and eligible to vest on the third anniversary of the date of grant based on specified performance criteria over the 2023-2025 performance period. In February 2026, our Human Capital Committee completed the evaluation of the results of the 2023-2025 performance period and determined that none of the performance levels were achieved for any of the established performance metrics. As a result, none of the PSUs granted to our named executive officers in 2023 were earned or vested. |

  181. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 6. | Represents 25% of shares subject to target PSU awards that were granted to our named executive officers in 2024 pursuant to our LTIP. The 2024 PSUs 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 (50% based on three-year average annual revenue growth and 50% based on three-year average cumulative adjusted EPS), and, generally, the named executive officers continued employment through the applicable vesting date. |

  182. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 7. | Represents the target number of shares subject to target PSU awards that were granted to our NEOs in 2025 pursuant to our LTIP. The 2025 PSUs vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2025-2027 performance period (50% based on the three-year average of 1-year measurement of annual revenue growth and 50% based on three-year average of 1-year measurement of cumulative adjusted EPS), and, generally, the NEO’s continued employment through the applicable vesting date. |

  183. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END — DECEMBER 31, 2025

    | 8. | This RSU award vests as to 100% on the third anniversary of the grant date, generally subject to Mr. Jenning’s continued employment through the vesting date. |

  184. OPTION EXERCISES AND STOCK VESTED DURING 2025

    OPTION EXERCISES AND STOCK VESTED DURING 2025

  185. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | NAME | STOCK AWARDS(1) | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Kevin Hostetler | 127,092 | 702,604 | | H. Keith Jennings | — | — | | Gina Gunning | — | — | | Neil Manning | 16,847 | 104,778 | | Terrance Collins | 19,860 | 120,339 |

  186. OPTION EXERCISES AND STOCK VESTED DURING 2025

    | 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 2025. None of our NEOs exercised stock options during 2025. |

  187. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  188. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if each of the executive’s employment had terminated on December 31, 2025, given the executive’s compensation as of such date and, if applicable, based on the closing price of our common stock on December 31, 2025, the last trading day of 2025. 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.

  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 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 | 3,937,500 | 2,953,125 | — | | | Benefit Continuation | 57,773 | 43,329 | — | | | RSUs | 7,795,381 | 7,795,381 | 7,795,381 | | | PSUs | 5,727,658 | 2,663,206 | 2,663,206 | | | Total | 17,518,312 | 13,455,041 | 10,458,587 | | H. Keith Jennings (Chief Financial Officer) | Cash Severance | 1,800,000 | 500,000 | — | | | Benefit Continuation | 19,257 | 14,443 | — | | | RSUs | 1,817,142 | 1,817,142 | 1,817,142 | | | PSUs | 1,128,058 | 370,176 | 370,176 | | | Total | 4,764,457 | 2,701,761 | 2,187,318 | | Neil Manning (President and Chief Operating Officer) | Cash Severance | 1,581,000 | 465,000 | — | | | Benefit Continuation | 40,441 | 30,331 | — | | | RSUs | 1,339,611 | 1,339,611 | 1,339,611 | | | PSUs | 895,963 | 408,957 | 408,957 | | | Total | 3,857,015 | 2,243,899 | 1,748,568 | | Gina Gunning (Chief Legal Officer and Corporate Secretary) | Cash Severance | 1,485,000 | 450,000 | — | | | Benefit Continuation | — | — | — | | | RSUs | 975,660 | 975,660 | 975,660 | | | PSUs | 605,385 | 187,039 | 187,039 | | | Total | 3,066,045 | 1,612,699 | 1,162,699 | | Terrance Collins (Chief Human Resources Officer) | Cash Severance | 1,392,000 | 435,000 | — | | | Benefit Continuation | 57,773 | 43,329 | — | | | RSUs | 1,237,213 | 1,237,213 | 1,237,213 | | | PSUs | 912,559 | 420,021 | 420,021 | | | Total | 3,599,545 | 2,135,563 | 1,657,234 |

  190. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 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 $9.22 (our closing stock price on December 31, 2025, the last trading day of 2025); with exception to 2023 PSUs, which were originally granted to three 2025 NEOs, for which none of these PSUs were earned or vested and are therefore excluded from calculations above. 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, 2025. 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, 2025, 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, 2025. |

  191. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ARRAY TECHNOLOGIES | 55 | 2026 PROXY STATEMENT |

  192. PAY-VERSUS-PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(1) | | COMPENSATION ACTUALLY PAID TO PEO ($)(1)(2) | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR OTHER NEOs ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO OTHER NEOs ($)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN THOUSANDS)(5) | REVENUE ($ IN THOUSANDS)(5) | | | FUSARO | HOSTETLER | FUSARO | HOSTETLER | | | ARRAY TOTAL STOCKHOLDER RETURN ($)(3) | PEER GROUP TOTAL RETURN ($)(4) | | | | 2025 | — | 6,803,799 | — | 11,404,764 | 2,139,100 | 2,926,501 | 21.37 | 16.28 | (52,235) | 1,284,141 | | 2024 | — | 8,867,007 | — | (1,258,386) | 1,977,334 | 1,101,333 | 14.00 | 23.82 | (240,394) | 915,807 | | 2023 | — | 5,716,945 | — | 5,147,609 | 1,372,133 | 1,248,586 | 38.94 | 55.69 | 137,240 | 1,576,551 | | 2022 | 2,148,071 | 5,772,123 | 3,036,259 | 7,256,684 | 1,214,022 | 1,692,131 | 44.81 | 121.12 | 4,432 | 1,637,546 | | 2021 | 4,271,575 | — | 570,878 | — | 1,414,459 | 557,975 | 36.37 | 97.32 | (50,403) | 853,318 |

  193. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures The charts below show the relationship between compensation actually paid to our PEO and NEOs and our:

  194. Relationship between Compensation Actually Paid and Performance Measures

    | • | Cumulative TSR, as well as the cumulative TSR for the peer group (in each case starting December 31, 2020); |

  195. Relationship between Compensation Actually Paid and Performance Measures

    | • | Net income; and |

  196. Relationship between Compensation Actually Paid and Performance Measures

    | • | Revenue. |

  197. Relationship between Compensation Actually Paid and Performance Measures

    In each case, the comparison is shown over the last five completed fiscal years.

  198. Relationship between Compensation Actually Paid and Performance Measures

    | ARRAY TECHNOLOGIES | 57 | 2026 PROXY STATEMENT |

  199. Compensation Actually Paid vs TSR

    Compensation Actually Paid vs TSR

  200. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  201. Compensation Actually Paid vs Net Income

    | ARRAY TECHNOLOGIES | 58 | 2026 PROXY STATEMENT |

  202. Compensation Actually Paid vs Revenue

    Compensation Actually Paid vs Revenue

  203. 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, 2025, our last completed fiscal year:

  204. CEO PAY RATIO

    | • | We have estimated that the total annual compensation of our median employee (other than our CEO) was $49,327; and |

  205. CEO PAY RATIO

    | • | The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $6,803,799. |

  206. CEO PAY RATIO

    Based on this information, for 2025, the ratio of the total annual compensation for Mr. Hostetler, our CEO, to the total annual compensation of our median employee was approximately 138 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, 2025, 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 2025. Once we identified the median employee, we then determined the total annual compensation for 2025 of that employee using the same rules that apply to reporting compensation for our NEOs in the 2025 Summary Compensation Table. The pay ratio disclosure rules allow companies to adopt a variety of methodologies, to apply exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies in calculating their own pay ratios.

  207. CEO PAY RATIO

    | 1. | Adjusted EBITDA of $178 million for purposes of the 2025 LIP. |

  208. CEO PAY RATIO

    | ARRAY TECHNOLOGIES | 59 | 2026 PROXY STATEMENT |

  209. BOARD OF DIRECTORS

    BOARD OF DIRECTORS A. Except as otherwise provided in this Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. At and after the 2027 annual meeting of stockholders (the “2027 Annual Meeting”), directors shall be elected to hold office for a term expiring at the next annual meeting of stockholders; provided, however, that any director in office immediately after the 2026 annual meeting of stockholders who was elected to hold office for a term that expires after the 2027 Annual Meeting shall continue to hold such office until the end of the term for which such director was elected. Any such Each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board is authorized to assign members of the Board to their respective class. B. Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding, any newly-created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, even if less than a quorum, by a sole remaining director or by the stockholders; provided, however, that from and after the Trigger Event, any newly-created directorship on the Board that results from an increase in the number of directors and any vacancy occurring on the Board shall be filled only by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen the next succeeding annual meeting of stockholders, and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. C. Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time (i) prior to the date of the 2029 annual meeting of stockholders, only for cause, and (ii) following the date of the 2029 annual meeting of stockholders, either with or without cause, in each case, by the affirmative vote of a majority in voting power of all outstanding shares of Common Stock entitled to vote thereon; at an election of directors provided, however, that from and after the Trigger Event, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 662⁄3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class. D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

  210. BOARD OF DIRECTORS

    | ARRAY TECHNOLOGIES | B-1 | 2026 PROXY STATEMENT |

  211. BOARD OF DIRECTORS

    E. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

  212. BOARD OF DIRECTORS

    | ARRAY TECHNOLOGIES | B-2 | 2026 PROXY STATEMENT |