DEF 14A of Nextpower Inc., Jun 25, 2025

DEF 14A of Nextpower Inc.

Filed Jun 25, 2025 · FY20250001852131-25-000036

Open on EDGAR

  1. Nominees for Director and Directors with Continuing Terms

    Nominees for Director and Directors with Continuing Terms The names and ages of the nominees and directors with continuing terms, length of service with the Company and Board committee memberships are set forth in the table below.

  2. Nominees for Director and Directors with Continuing Terms

    | Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation and People Committee | Nominating, Governance and Public Responsibility Committee | | Director Nominees | | | | | | | | | Jeffrey Guldner | 60 | 2024 | 2025 | | | | | | Monica Karuturi | 46 | 2025 | 2025 | | | | | | Brandi Thomas | 48 | 2023 | 2025 | | Chair | | | | Directors with Continuing Terms | | | | | | | | | William Watkins * | 72 | 2023 | 2026 | | | | Chair | | Julie Blunden | 59 | 2024 | 2027 | | | | | | Steven Mandel | 37 | 2023 | 2027 | | | | | | Mark Menezes | 69 | 2025 | 2026 | | | | | | Willy Shih | 74 | 2023 | 2027 | | | Chair | | | Daniel Shugar | 62 | 2023 | 2026 | | | | | | Howard Wenger | 65 | 2024 | 2026 | | | | | | Directors Not Standing for Reelection | | | | | | | | | Jonathan Coslet ** | 60 | 2023 | 2025 | | | | |

  3. Nominees for Director and Directors with Continuing Terms

    * Chairperson of the Board ** On May 9, 2025, Mr. Coslet notified the Company of his decision to not stand for reelection at the Annual Meeting and will be departing as a director immediately following the Annual Meeting. A brief biography of each nominee and each other director is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each director, including the nominees, that led the Nom Gov Committee and the Board to believe that the director should serve on the Board.

  4. Nominees for Director and Directors with Continuing Terms

    | Nextracker Inc. | 9 | 2025 Proxy Statement |

  5. Nominees for Director and Directors with Continuing Terms

    | PROPOSAL NO. 1 | TABLE OF CONTENTS |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | | Jeffrey Guldner most recently served as President and Chief Executive Officer and Chairman of the Board of Directors of Pinnacle West Capital Corporation, a utility holding company, and Chief Executive Officer and Chairman of the Board of Directors of its primary subsidiary, Arizona Public Service Company (“APS”), an electric utility company, from November 2019 to March 2025. He also served as President of APS from August 2021 to May 2022. Mr. Guldner joined APS in 2004 and held several leadership positions at APS prior to his current roles. Prior to joining APS, Mr. Guldner was a partner in the Phoenix office of Snell & Wilmer LLP, where he practiced public utility, telecommunications and energy law. Before practicing law, Mr. Guldner served as a surface warfare officer in the United States Navy and was an assistant professor of naval history at the University of Washington. Mr. Guldner serves on the Board of Directors of Edison Electric Institute, the McCain Institute, the Nuclear Energy Institute, the Electric Power Research Institute and the Smart Electric Power Alliance. Mr. Guldner also serves on the Board of Directors of Greater Phoenix Leadership and Arizona State University’s Knowledge Exchange for Resilience. Mr. Guldner earned his B.A. from the University of Iowa and his J.D. from Arizona State University College of Law. Mr. Guldner is also a graduate of the Reactor Technology Course at the Massachusetts Institute of Technology and the Advanced Management Program at Columbia Business School. MR. GULDNER WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HIS EXTENSIVE INDUSTRY, MANAGEMENT AND PUBLIC COMPANY EXPERIENCE. | | Jeffrey Guldner | | | Board Member | | | Age: 60 | | | Director Since: 2024 | |

  8. Director Nominees

    | | Monica Karuturi was appointed to our Board on June 17, 2025. Ms. Karuturi has served as Executive Vice President and General Counsel of CenterPoint Energy, an electric and gas utility company, since January 2022. Ms. Karuturi joined CenterPoint Energy in 2014 and held several leadership positions at CenterPoint Energy prior to her current role, including Senior Vice President and General Counsel from July 2020 to January 2022 and Vice President and Deputy General Counsel from April 2019 to July 2020. Prior to joining CenterPoint Energy, Ms. Karuturi served as Counsel, Corporate Finance and Strategic Transactions at LyondellBasell Industries. Ms. Karuturi holds a B.A. from Brown University, a M.P.H. from Columbia University, and a J.D. from Georgetown University Law Center. MS. KARUTURI WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HER EXTENSIVE EXECUTIVE EXPERIENCE IN THE ENERGY INDUSTRY. | | Monica Karuturi | | | Board Member | | | Age: 46 | | | Director Since: 2025 | |

  9. Director Nominees

    | Nextracker Inc. | 10 | 2025 Proxy Statement |

  10. Director Nominees

    | TABLE OF CONTENTS | PROPOSAL NO. 1 |

  11. Director Nominees

    | | Brandi Thomas currently serves as Vice President, Corporate Audit and Enterprise Risk Management of General Motors Company, a multinational vehicle manufacturer of the Buick, GMC, Cadillac and Chevrolet brands, as well as autonomous vehicle technology. Prior to joining General Motors, Ms. Thomas served as Vice President, Chief Audit Executive and Chief Diversity, Equity and Inclusion Officer at General Electric, a multinational company operating in aviation, power and renewable energy from November 2020 to December 2023. Prior to General Electric, Ms. Thomas served as Vice President, Corporate Audit for Delta Air Lines, Inc., one of the leading airlines in the U.S. for domestic and international travel, from April 2017 to December 2020. She holds a Bachelor of Science degree in Finance from Case Western Reserve University. MS. THOMAS WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HER EXTENSIVE EXPERIENCE IN FINANCE, CORPORATE AUDIT, ENTERPRISE RISK MANAGEMENT AND STRATEGIC GROWTH. | | Brandi Thomas | | | Board Member | | | Age: 48 | | | Director Since: 2023 | |

  12. Director Nominees

    For the election of directors, the three nominees receiving the most “For” votes from the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on Proposal No. 1 will be elected as directors to hold office until the 2028 annual meeting of stockholders. Only votes “For” will affect the outcome. Broker non-votes, abstentions, and votes to “Withhold” will have no effect.

  13. Director Nominees

    | VOTE | | The Board of Directors recommends a vote IN FAVOR of each named nominee. |

  14. Director Nominees

    | Nextracker Inc. | 11 | 2025 Proxy Statement |

  15. Director Nominees

    | PROPOSAL NO. 1 | TABLE OF CONTENTS |

  16. Directors with Continuing Terms

    Directors with Continuing Terms

  17. Directors with Terms Continuing Until 2026

    Directors with Terms Continuing Until 2026

  18. Directors with Terms Continuing Until 2026

    | | Mark Menezes was appointed to our Board on June 17, 2025. Mr. Menezes has served the President and CEO of the United States Energy Association (USEA) since June 2023. USEA is a non-profit energy organization founded in 1924 to foster the advancement of scientific and technological energy knowledge and the adoption of sound policies to ensure the access of affordable, reliable, clean and resilient energy both in the U.S. and internationally. Additionally, Mr. Menezes has served as an adjunct professor at Georgetown University Law School since August 2021. Mr. Menezes also founded Global Sustainable Energy Advisors LLC, a strategic advisory firm focused on energy policy and security matters, as well as innovative technologies, transactions and investments. Mr. Menezes also served as the Deputy Secretary of the United States Department of Energy from August 2020 to January 2021. Prior to serving as the Deputy Secretary, Mr. Menezes held several positions at the Department of Energy, including Under Secretary. Previously, Mr. Menezes was a partner at the law firm Hunton & Williams LLP, where he headed and managed the firm’s regulated markets and energy infrastructure practice group. Mr. Menezes earned his B.A. from Louisiana State University and his J.D. from the Louisiana State University Law Center. MR. MENEZES WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD DUE TO HIS EXTENSIVE EXPERIENCE IN ENERGY POLICY AND SECURITY MATTERS. | | Mark Menezes | | | Board Member | | | Age: 69 | | | Director Since: 2025 | |

  19. Directors with Terms Continuing Until 2026

    | | Daniel Shugar founded Nextracker and has served as its Chief Executive Officer since July 2013. Mr. Shugar began his career in the solar industry in 1988 and has held senior leadership positions in multiple solar companies. Prior to Nextracker, he served as Chief Executive Officer of Solaria Corporation, a solar panel manufacturing company, from January 2010 to June 2013. Mr. Shugar was the President of Systems, a division of SunPower Corporation, a global solar panel manufacturer and construction company, from January 2007 to March 2009. From 1996 to 2007, he served as President of PowerLight Corporation, a commercial and utility-scale solar system integrator. From 1986 to 1995, Mr. Shugar held various positions in the solar businesses of New World Power, Inc., Advance Photovoltaic Systems and the Pacific Gas & Electric Company. Mr. Shugar holds a Bachelor of Science degree in Electrical and Electronics Engineering from Rensselaer Polytechnic Institute and a Master of Business Administration from Golden Gate University. MR. SUGAR WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD DUE TO HIS ROLE AS CHIEF EXECUTIVE OFFICER AND HIS EXTENSIVE MANAGEMENT EXPERIENCE IN THE SOLAR ENERGY INDUSTRY. | | Daniel Shugar | | | Board Member & CEO | | | Age: 62 | | | Director Since: 2023 | |

  20. Directors with Terms Continuing Until 2026

    | Nextracker Inc. | 12 | 2025 Proxy Statement |

  21. Directors with Terms Continuing Until 2026

    | TABLE OF CONTENTS | PROPOSAL NO. 1 |

  22. Directors with Terms Continuing Until 2026

    | | William Watkins served as Chairman of the Board of Imergy Power Systems, Inc. (“Imergy”), a leading innovator in cost-effective energy storage products, from January 2015 to August 2016 and as Chief Executive Officer from September 2013 to August 2016. Prior to his time at Imergy, Mr. Watkins was the Chairman of the Board of Bridgelux, Inc. from February 2013 to December 2013 and Chief Executive Officer from January 2010 to February 2013. Mr. Watkins also served as the Chief Executive Officer of Seagate Technology Holdings PLC from 2004 to January 2009, as President and Chief Operating Officer from 2000 to 2004 and held various other positions from 1996 to 2000. During his time with Seagate, Mr. Watkins was responsible for Seagate’s hard disc drive operations, including recording heads, media and other components, and related R&D and product development organizations. Mr. Watkins has served on the Board of Directors of Flex Ltd. (“Flex”) since 2009. He previously served on the Board of Directors of Avaya Holdings Corp. from 2017 through 2023 and Maxim Integrated Products, Inc., from 2008 to 2021. Mr. Watkins holds a Bachelor of Science degree in Political Science from the University of Texas. MR. WATKINS WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD DUE TO HIS EXTENSIVE MANAGEMENT EXPERIENCE ACROSS A NUMBER OF INDUSTRIES ON A GLOBAL SCALE, INCLUDING THE ENERGY STORAGE INDUSTRY, AS WELL AS HIS CURRENT AND PAST BOARD EXPERIENCE AS A DIRECTOR OF VARIOUS PUBLIC COMPANIES. | | William Watkins | | | Board Member | | | Age: 72 | | | Director Since: 2023 | |

  23. Directors with Terms Continuing Until 2026

    | | Howard Wenger has served as President of Nextracker since February 2022. Mr. Wenger began his solar career in 1984 and has held multiple leadership and board positions. Mr. Wenger served as President of Solaria Corporation, a solar panel manufacturing company, from May 2020 to October 2021, and as member of its Board of Directors from September 2019 to November 2022. From 2007 to 2017, he held various executive officer roles at SunPower Corporation, including President, Global Business Units, and for eight years serving as President and Chief Executive Officer of SunPower Corporation Systems, a wholly-owned subsidiary of SunPower Corporation. From 2003 to 2007, Mr. Wenger served as Executive Vice President and Board Director of PowerLight Corporation and prior to that held engineering and research positions at several companies, including AstroPower, Inc., Pacific Energy Group, PG&E and Intersol Power Corporation. Mr. Wenger holds a Bachelor of Arts degree in Environmental Studies from the University of California, Santa Barbara, and a Master of Science degree in Civil Engineering from the University of Colorado, Boulder. MR. WENGER WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD DUE TO HIS ROLE AS PRESIDENT AND HIS EXTENSIVE MANAGEMENT EXPERIENCE IN THE SOLAR ENERGY INDUSTRY. | | Howard Wenger | | | Board Member & President | | | Age: 65 | | | Director Since: 2024 | |

  24. Directors with Terms Continuing Until 2026

    | Nextracker Inc. | 13 | 2025 Proxy Statement |

  25. Directors with Terms Continuing Until 2026

    | PROPOSAL NO. 1 | TABLE OF CONTENTS |

  26. Directors with Terms Continuing Until 2027

    Directors with Terms Continuing Until 2027

  27. Directors with Terms Continuing Until 2027

    | | Julie Blunden has served on our Board of Directors since January 2024. Ms. Blunden served on the Board of Directors of American Battery Technology Company from February 2022 through March 2024, where she also served as Chair of its Compensation Committee and as a member of its Audit Committee and Governance Committee. Ms. Blunden has also served as an independent director on the Board of Directors of ZincFive, Inc., a privately held company, since February 2022, serving as Chair of its Compensation Committee. In addition, Ms. Blunden served on the Board of Advisors of Plus Power, LLC, a privately held company, from January 2021 through December 2024, and previously served as its Chief Operating Officer from October 2022 through July 2023. Ms. Blunden served as the Chief Commercial Officer of EVgo, Inc. from March 2018 through the completion of its sale to LS Power, L.P. in January 2020. Ms. Blunden has also served as Vice Chair at the Solar Energy Industries Association. Additionally, Ms. Blunden served on the Board of Directors of the Energy Storage Association from June 2018 through April 2020. Ms. Blunden has also served as a member of four other boards of directors of non-profit organizations and two advisory boards of non-profit organizations, including as a member of the Board of New Energy Nexus from May 2013 through March 2025, where she served as its chair through May 2024. Ms. Blunden also served as an Executive in Residence for the Global Energy Management Program at the University of Colorado Denver’s Business School from 2016 through December 2017. Ms. Blunden holds an engineering and environmental studies degree from Dartmouth College and a Master of Business Administration degree from Stanford’s Graduate School of Business. MS. BLUNDEN WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HER EXTENSIVE INDUSTRY EXPERIENCE AND BACKGROUND IN THE POWER, RENEWABLES AND CLEAN ENERGY SECTORS. | | Julie Blunden | | | Board Member | | | Age: 59 | | | Director Since: 2024 | |

  28. Directors with Terms Continuing Until 2027

    | | Steven Mandel is a Partner with TPG Rise Climate, the dedicated climate investing strategy of the private equity firm TPG (“TPG”) where he has worked since 2019. He previously worked as a Director at Denham Capital from 2011 to May 2019, focusing on principal investments across the clean energy sector, and in the Power & Renewables investment banking division at Citigroup from 2009 to 2011. Mr. Mandel currently serves on the Board of Directors of Matrix Renewables, Intersect Power, Palmetto Solar, Climavision, and the non-profit Chordoma Foundation. Mr. Mandel holds a Bachelor of Science in Business and Economics with Honors from Lehigh University, a Master of Science in Finance from London Business School and holds Chartered Financial Analyst designation. MR. MANDEL WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HIS EXTENSIVE MANAGEMENT EXPERIENCE AND BACKGROUND IN THE POWER, RENEWABLES AND CLEAN ENERGY SECTORS. | | Steven Mandel | | | Board Member | | | Age: 37 | | | Director Since: 2023 | |

  29. Directors with Terms Continuing Until 2027

    | Nextracker Inc. | 14 | 2025 Proxy Statement |

  30. Directors with Terms Continuing Until 2027

    | TABLE OF CONTENTS | PROPOSAL NO. 1 |

  31. Directors with Terms Continuing Until 2027

    | | Willy Shih has served as the Robert and Jane Cizik Professor of Management Practice in Business Administration at Harvard Business School since 2007, where he teaches in MBA and Executive Education Programs. Prior to that, Mr. Shih spent 28 years in various senior management and consultancy positions with IBM, Digital Equipment, Silicon Graphics, Eastman Kodak Company and Thomson SA working in product development and manufacturing. Mr. Shih previously served on the Board of Directors of Flex from 2008 to 2022. Mr. Shih holds Bachelor of Science degrees in Chemistry and Life Sciences from the Massachusetts Institute of Technology, and a Doctor of Philosophy degree from the University of California at Berkeley. He is a Life Member of the Institute of Electrical and Electronics Engineers. MR. SHIH WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HIS EXTENSIVE EXPERIENCE IN PRODUCT DEVELOPMENT AND MANUFACTURING. | | Willy Shih | | | Board Member | | | Age: 74 | | | Director Since: 2023 | |

  32. Directors Not Continuing after the Annual Meeting

    | | Jonathan Coslet currently serves as a Senior Partner of TPG Global LLC (“TPG Global”), a private investment firm, and has been with TPG Global since 1993. He previously served as TPG Global’s Chief Investment Officer from 2008 to 2020. During his tenure with TPG Global, Mr. Coslet also served on the boards of directors of several public and private companies, including IQVIA Holdings Inc., a pharmaceutical consulting and contract research organization, from 2003 to 2020, Life Time Group Holdings, Inc., a health, fitness and recreational sports company, since 2015, Cushman & Wakefield plc, a leading global real estate services firm from 2018 through 2024, TPG Inc. from 2021 through 2024, and Crunch Fitness since 2021. Mr. Coslet has also previously served on the board of directors of several public and private companies, including Endurance Specialty Holdings, Ltd., IASIS Healthcare LLC, J. Crew Group, Inc., Neiman Marcus Group, Oxford Health Plans, Inc., Petco Health and Wellness Company Inc., and Quintiles. Prior to joining TPG Global, Mr. Coslet worked at Donaldson, Lufkin & Jenrette, and before that Drexel Burnham Lambert. Mr. Coslet also serves on the Board of Directors of Stanford Lucile Packard Children’s Hospital, where he is Chairman, the Stanford Medicine Board of Fellows and the Stanford Institute for Economic Policy Research Advisory Board. Mr. Coslet received his Bachelor of Science degree in Economics and Finance from the Wharton School of the University of Pennsylvania where he was Valedictorian, and his Master of Business Administration from Harvard Business School, where he was a Baker Scholar. On May 9, 2025, Mr. Coslet notified the Company of his decision to not stand for reelection at the Meeting and will be departing as a director immediately following the Annual Meeting. MR. COSLET WAS SELECTED TO SERVE AS A DIRECTOR ON OUR BOARD BASED ON HIS BACKGROUND IN FINANCE AND EXTENSIVE EXPERIENCE IN ADVISING AND GROWING COMPANIES. | | Jonathan Coslet | | | Board Member | | | Age: 60 | | | Director Since: 2023 | |

  33. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Pursuant to the Nom Gov Committee charter, the Nom Gov Committee periodically reviews the composition of the Board in light of current challenges and needs of the Board and the Company and determines whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, skills, background and experience. Although the Nom Gov Committee does not have a formal policy regarding diversity on the Board, the Nom Gov Committee is sensitive to the importance of nominating persons with different perspectives and experience to enhance the deliberation and decision-making processes of the Board. The Nom Gov Committee also considers applicable laws and regulations and Nasdaq listing standards. Once the Nom Gov Committee and the Board determine that it is appropriate to add a new director, either as a replacement or as a new position, the Nom Gov Committee uses a flexible set of procedures in selecting individual director candidates. Rather than applying specific minimum criteria in identifying candidates, the Nom Gov Committee seeks candidates with high professional and personal ethics and values, a general understanding of various business disciplines (e.g., marketing, finance, etc.), an understanding of the Company’s business and industry, educational and professional background, analytical ability, willingness to devote adequate time to Board duties and ability to act in and represent the balanced best interests of the Company and its stockholders as a whole, rather than special constituencies. This flexibility allows the Nom Gov Committee to adjust the process to best satisfy the objectives it is attempting to accomplish in any director search. The first step in the general process is to identify the type of candidate the Nom Gov Committee may desire for a particular opening, including establishing the specific target skill areas, experiences and backgrounds that are to be the focus of a director search. The Nom Gov Committee may consider candidates recommended by management, by members of the Nom Gov Committee, by the Board, by stockholders or by a third party it may engage to conduct a search for possible candidates. In considering candidates submitted by stockholders, the Nom Gov Committee will take into consideration the needs of the Board, and the qualifications of the candidate. In evaluating recommendations submitted by stockholders, the Board will evaluate such prospective nominees using the same standards that are applicable for all Board candidates. Once candidates are identified, the Nom Gov Committee conducts an evaluation of qualified candidates. The evaluation generally includes interviews and background and reference checks. As noted above, there is no difference in the evaluation process of a candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any of the other means described above. In identifying and evaluating potential nominees to serve as directors, the Nom Gov Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. If the Nom Gov Committee determines that a candidate should be nominated as a candidate for election to the Board, the candidate’s nomination is then recommended to the Board, and the directors may in turn conduct their own review to the extent they deem appropriate. When the Board has agreed upon a candidate, such candidate is recommended to the stockholders for election at an annual meeting of stockholders or appointed as a director by a vote of the Board as appropriate.

  34. Overview

    To ensure that our executive compensation program aligns the interests of our NEOs with those of our stockholders, we utilize performance metrics for both our short-term and long-term incentive programs that are key drivers of stockholder value. We also ensure that a substantial portion of performance-based compensation is delivered through equity awards.

  35. Executive Compensation Philosophy

    | Element | Overview | | Pay level | Pay is regularly benchmarked against a set of industry peers to ensure it remains competitive and equitable. | | | Base salaries and target cash compensation are competitively positioned for executives. | | | Pay levels are determined in order to attract and retain superior leaders in a highly competitive market for talent. | | Substantial emphasis on at-risk compensation | Emphasis on performance-contingent, long-term equity-based incentive compensation in preference to fixed compensation. | | | Programs are designed to link actual pay to the achievement of pre-determined performance goals that create stockholder value and align with our stockholders’ interests. | | | 100% of at-risk compensation is based on achievement of incentive outcomes against pre-determined performance metrics. | | Focus on long-term performance | While measurement of short-term results maintains day-to-day focus, our compensation philosophy is also built on the premise that stockholder value is built over the long term. | | | We require our NEOs to own a significant amount of Nextracker equity to ensure a continued link between the interests of our NEOs and our stockholders. |

  36. Our Executive Compensation Program Reflects Good Governance Practices

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

  37. Concrete Actions Taken in Response to Shareholder Engagement

    Concrete Actions Taken in Response to Shareholder Engagement In light of this shareholder engagement, our C&P Committee listened to the feedback received from our shareholders and made important changes to our FY25 Executive Compensation Program from prior years. In particular, our shareholders expressed a desire that each performance-based component of an executive’s compensation be measured based on distinctive, unique metrics. While our fiscal year 2024 (“FY24”) performance-based restricted stock units (“PSUs”) and our fiscal year 2023 (“FY23”) PSUs had some overlapping metrics with our short-term incentive plan, our C&P Committee adjusted the underlying performance metrics in our FY25 executive compensation program to provide unique and separate metrics for FY25 PSU achievement and FY25 STIP (as defined below) achievement. We believe these changes were directly responsive to the feedback we received from our shareholders. See “Compensation-Setting Process and FY25 Executive Compensation – Overview – FY25 Compensation Components” below for more information.

  38. Overview – FY25 Compensation Components

    | FY25 Compensation Components | Form of Compensation | Performance Period | Metrics and Performance Criteria | More Information | | Base Salary | Cash | Annual | NEO base salary changes reviewed annually by CEO (or C&P Committee for CEO changes) No base salary increases for FY25 for our NEOs | Page 37 | | Short-Term Incentive Plan | Cash | Annual | FY25 Adjusted EBITDA, Adjusted Free Cash Flow, and Strategic Milestones and an individual performance factor | Page 38 | | Long-Term Incentive Plan | Performance Stock Units (PSUs) | 1-year and 3-year measurement periods | FY25 Revenue, FY25 Adjusted Diluted EPS with three-year rTSR along with service-based vesting | Page 42 | | | Restricted Stock Units (RSUs) | Vest annually over three years | Service-based vesting | Page 43 | | | Stock Options | Vest at the end of three years | Service-based vesting | Page 44 |

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

    The C&P Committee and its Independent Compensation Consultant Our C&P Committee engaged the services of Meridian as the independent compensation consultant for the C&P Committee for FY25 to provide advice on executive compensation matters. Meridian did not provide any other services to Nextracker or its management. The C&P Committee regularly reviews, no less than annually, the independence of its compensation consultant in accordance with SEC and Nasdaq requirements. At this time, the C&P Committee has determined that no conflict of interest exists for our compensation consultant.

  40. Nextracker Compensation Benchmarks and Peer Group

    Nextracker Compensation Benchmarks and Peer Group The C&P Committee develops, determines and adjusts compensation benchmarks and the peer group with respect to Nextracker (the “Peer Group”). The C&P Committee reviews the Peer Group on an annual basis, with input from Meridian, and the Peer Group may be adjusted from time to time based on, among other factors, a comparison of revenues, market capitalization, industry, peer group performance, merger and acquisition activity and stockholder input. Based on the advice of Meridian, the following companies were designated as the Peer Group with respect to our compensation program for FY25:

  41. Nextracker Compensation Benchmarks and Peer Group

    | Array Technologies, Inc. ARRY Dropbox, Inc. DBX Enersys ENS Enphase Energy, Inc. ENPH F5, Inc. FFIV | First Solar, Inc. FSLR Fluence Energy, Inc. FLNC Juniper Networks, Inc. JNPR Keysight Technologies, Inc. KEYS National Instruments Corporation NATI (1) | NetApp, Inc. NTAP Okta, Inc. OKTA Pure Storage, Inc. PSTG Resideo Technologies, Inc. REZI Skyworks Solutions, Inc. SWKS | SolarEdge Technologies, Inc. SEDG Sunnova Energy International Inc. NOVA SunPower Corporation SPWR (2) Sunrun Inc. RUN Trimble Inc. TRMB |

  42. Nextracker Compensation Benchmarks and Peer Group

    (1)National Instruments Corporation was acquired by Emerson Electric in October 2023. (2)SunPower Corporation filed for bankruptcy in August 2024. The C&P Committee considers the compensation provided by companies in our Peer Group in order to provide insight into market competitive pay programs, levels and practices. We compete with some of the companies in our Peer Group to attract key employees which is considered by the C&P Committee in our compensation design and practices. In addition, the C&P Committee also reviews standardized surveys of large technology and manufacturing firms to evaluate the competitiveness of Nextracker’s compensation programs in the context of general compensation practices.

  43. Nextracker Compensation Benchmarks and Peer Group

    | Nextracker Inc. | 36 | 2025 Proxy Statement |

  44. Nextracker Compensation Benchmarks and Peer Group

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  45. Appropriate Pay Mix

    Appropriate Pay Mix Our FY25 compensation philosophy is designed around “pay-for-performance” so that a significant portion of our NEOs’ total target direct compensation is “at-risk.” In determining the mix of the various reward elements and the value of each component, the C&P Committee considered the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity, historical compensation and retention concerns. Executive officers generally have a greater portion of their compensation at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence Nextracker’s performance. As illustrated by the charts below, we have adopted a more performance-based, “at-risk” compensation structure than our Peer Group, reinforcing our strong alignment with shareholder outcomes. For FY25, approximately 95% of our CEO’s and 91% of our other NEOs’ annual target total direct compensation were “at-risk”—meaning they were contingent on the achievement of defined service and/or performance goals. By comparison, our Peer Group’s averages were 90% for CEOs and 84% for NEOs, underscoring Nextracker’s commitment to pay-for-performance principles. The STIP is reflected at target and does not reflect the actual payout. PSUs, restricted stock units (“RSUs”) and stock options are reflected at their approved target grant date fair value. The amounts exclude Mr. Boynton’s one-time sign-on bonus and one sign-on award of RSUs but include Mr. Boynton’s FY25 annual RSU and PSU awards.

  46. Short-Term Incentive Plan

    Short-Term Incentive Plan For FY25, short-term incentive bonuses for our NEOs were earned pursuant to the Nextracker short-term incentive plan (the “STIP”) based on achievement of financial and operating performance objectives, as well as individual performance objectives, when applicable. The performance objectives for our NEOs under the STIP for FY25 were as follows (weighted by percentage): •Adjusted EBITDA* (50%); •Adjusted free cash flow* (30%); •Strategic milestones (20%); and •Individual performance factor (adjusts bonus payout by 0%—100%). * “Adjusted EBITDA” and “adjusted free cash flow” are non-GAAP financial measures. See Appendix A of this Proxy Statement for definitions of these non-GAAP measures and a reconciliation of these non-GAAP measures to the most comparable GAAP financial measures.

  47. Short-Term Incentive Plan

    | | | | | FY25 Adj. EBITDA (50% weighting) | | | | | | Base Salary ($) | | FY25 NEO STIP Target (%) | | FY25 Adj. FCF (30% weighting) | | FY25 Individual Performance Factor (0%-100%) | | Final Payout ($) | | | | | | FY25 Strategic Milestones (20% weighting) | | | | |

  48. Short-Term Incentive Plan

    | Nextracker Inc. | 38 | 2025 Proxy Statement |

  49. Short-Term Incentive Plan

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  50. Short-Term Incentive Plan

    The following table summarizes the key features of our FY25 STIP.

  51. Short-Term Incentive Plan

    | Feature | Component | Objectives | | Performance targets | Based on key financial, strategic and operating metrics for Nextracker on a quarterly basis during the fiscal year | Aligns executive incentives with performance Rewards achievement of short-term objectives | | Performance measures | Financial metrics relating to adjusted EBITDA and adjusted free cash flow with respect to Nextracker Nextracker strategic milestones related to Nextracker’s key internal metrics of Innovation, Customers, Execution and Team Individual performance factors relating to company strategic and operating goals such as product improvements, customer satisfaction, strategic sales initiatives, employee-related initiatives, U.S. manufacturing, operational efficiency and execution initiatives, and new business and forecasting processes and improvements | Emphasizes pay-for-performance by linking individual compensation to performance on metrics that help drive stockholder value Encourages company-wide focus on key Nextracker milestones, emphasizing the creation of differentiated solutions with real benefits, relentless customer focus, timely results to help generate profitable growth and the cultivation of a diverse, passionate team Promotes accountability by tying payout to achievement of minimum performance threshold | | Bonus payments | Based on achievement of financial, strategic and operating performance metrics Target bonus opportunities set at percentage of base salary, based on the executive’s level of responsibility and depending on the executive Bonuses that can be earned range from 0% of target to a maximum of 200% of target No payout awarded for any measure where threshold performance was not achieved | Reflects the emphasis on pay-for-performance by linking individual compensation to performance Encourages accountability by conditioning bonus payments on the achievement of at least the minimum performance threshold |

  52. Short-Term Incentive Plan

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  53. Short-Term Incentive Plan

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  54. Short-Term Incentive Plan

    As noted above, the STIP included a 20% weighting on Nextracker strategic milestones. Our C&P Committee removed the revenue financial metric present in the FY24 STIP in an effort to remove any redundancy between the FY25 STIP metrics and the FY25 PSU award metrics. The C&P Committee instead chose strategic milestones that were designed to drive long-term stockholder value. These strategic milestones were in addition to FY25 financial measures in order to provide a balanced evaluation of executive performance based on how the Company actually measures success. The FY25 strategic milestone goals are components of the Company’s four key mission objectives: innovation, customers, execution and team. The FY25 strategic milestone goals for each of these objectives were as follows:

  55. Short-Term Incentive Plan

    | Objective | FY25 Goals | | Innovation Create differentiated solutions and real benefits that improve clean energy’s value | •Enhance core tracker products and related technologies •Develop & launch non-tracker products | | Customers Focus relentlessly on customers, earning the highest satisfaction levels | •Elevate customer NPS scores •Achieve increased market share in target markets •Improve software, service and non-tracker products | | Execution Deliver results on time with scalable processes that generate profitable growth | •Improve manufacturing capacity •Deliver world class business systems and customer journey platform •Improve organizational efficiency | | Team Cultivate a diverse, high-performing culture with people passionate about clean energy | •Improve global talent density, professional development and succession depth •Achieve safety scores and ESG targets |

  56. Short-Term Incentive Plan

    Upon the completion of FY25, the C&P Committee evaluated the actual achievement of each of these strategic milestone goals against the target level of achievement when these goals were approved. Each of the FY25 strategic milestones were weighted, scored and then aggregated for a final achievement amount which was approved by the C&P Committee. Additionally, the STIP included an individual performance factor that also affects the individual funding of each of our NEOs’ bonus. Under this component, each NEO’s individual performance is measured based on a variety of quantitative and qualitative measures designed to measure progress and drive achievement of various confidential strategic and operating objectives. This individual measure was scored on a scale of 0-100% and the resulting percentage was then multiplied against the aggregate eligible bonus amounts derived from achievement of the applicable adjusted EBITDA, adjusted free cash flow and strategic milestone performance metrics. The individual performance metrics were the same for each NEO in FY25, and the C&P Committee determined that this amount was 100% for FY25.

  57. Short-Term Incentive Plan

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  58. Short-Term Incentive Plan

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  59. Incentive payouts for NEOs under the STIP

    Incentive payouts for NEOs under the STIP Performance targets for FY25 were approved by the C&P Committee upon consultation with Meridian and management and based on approved financial and strategic plans. For each of the FY25 performance measures, no payout would be made if an applicable threshold performance level was not achieved. Maximum payout levels for such measures were tied to “stretch” levels of performance. As noted above, payouts are also increased or decreased upon achievement or non-achievement, respectively, of certain pre-established strategic and operating objectives during FY25. Taking into account these increases and decreases, the combined actual weighted payout (as a percentage of target performance) is set forth in the following chart with respect to the applicable FY25 adjusted EBITDA, adjusted free cash flow and strategic milestone performance metrics, as follows:

  60. Incentive payouts for NEOs under the STIP

    | FY25 STIP Results | | | | | | | | | ($ in millions, except percentages) | Weight (%) | Threshold Performance Level | Target Performance Level | Maximum Performance Level | Actual Performance Achievement | Actual Performance Achievement (%) | Weighted Performance Achievement (%) | | Adjusted EBITDA | 50 | 597 | 663 | 729 | 776 | 117 | 100 | | Adjusted Free Cash Flow | 30 | 388 | 485 | 582 | 622 | 128 | 60 | | FY25 Strategic Milestones (%) | 20 | 50 | 100 | 150 | 89.6 | 89.6 | 17.9 | | Total Achievement | | | | | | | 177.9 |

  61. Incentive payouts for NEOs under the STIP

    Total weighted performance achievement with respect to such FY25 performance measures resulted in gross achievement of 177.9% relative to target performance. We used adjusted non-GAAP performance measures (i.e., adjusted EBITDA and adjusted free cash flow) for purposes of our STIP in FY25. See Appendix A for definitions of adjusted EBITDA (with respect to the adjusted EBITDA performance metric) and adjusted free cash flow (with respect to the adjusted free cash flow performance metric) and a reconciliation of these non-GAAP measures to the most comparable GAAP financial measures. For purposes of calculating performance under the FY25 STIP, we exclude from the calculation of performance extraordinary items or events that would have had an unanticipated impact, corporate transactions (including acquisitions or dispositions) and other unusual or nonrecurring items (i.e., as and when applicable, although no such items or events were applied for FY25).

  62. Target and final short-term incentive awards for FY25

    Target and final short-term incentive awards for FY25 For FY25, the aggregate short-term incentive payouts for our NEOs, after adjustment for individual performance, were as follows:

  63. Target and final short-term incentive awards for FY25

    | Name | FY25 short-term incentive plan target (potential bonus as a percentage of base salary) (%) | FY25 short-term incentive plan approved target value (potential bonus expressed as a dollar amount) ($) | FY25 short-term incentive plan actual bonus ($) | FY25 actual short-term incentive plan bonus (as a percentage of full year target bonus) (%) | | Daniel Shugar | 135 | 1,165,050 | 2,072,624 | 177.9 | | Howard Wenger | 80 | 404,000 | 718,716 | 177.9 | | Charles Boynton (1) | 90 | 453,600 | 806,954 | 177.9 | | Bruce Ledesma | 80 | 404,000 | 718,716 | 177.9 | | Nicholas (Marco) Miller | 70 | 280,000 | 498,120 | 177.9 | | David Bennett | 70 | 329,000 | 585,291 | 177.9 |

  64. Target and final short-term incentive awards for FY25

    (1)Mr. Boynton was hired as CFO on May 29, 2024. In connection with his appointment, Mr. Boynton was eligible to participate in the Company’s FY25 STIP, however the bonus amounts listed here indicate the pro-rated portion of the eligible and actual bonus for Mr. Boynton based on his tenure during FY25. In addition, Mr. Boynton received a one-time sign-on cash award of $2,000,000. For more information regarding this cash award, see “New Hire Compensation for Our CFO,” below. Bonus payments were made in a single installment after the close of FY25. Mr. Boynton’s bonus payments were prorated based on his start date.

  65. Target and final short-term incentive awards for FY25

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  66. Target and final short-term incentive awards for FY25

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  67. Long-term incentive compensation

    Long-term incentive compensation Our long-term incentive compensation program consists of a mix of RSUs, PSUs and stock options granted under the 2022 Plan (the “LTIP”). In FY25, our NEOs received grants of RSUs, PSUs and stock option awards under our LTIP as an incentive to maximize our long-term performance and drive value creation for our stockholders. These long-term incentives are designed to align the interests of the NEOs with those of our stockholders and to give each NEO a significant incentive to manage Nextracker from the perspective of an owner with a direct stake in the business. Long-term equity awards are also intended to promote retention, as unvested awards are forfeited if an executive voluntarily leaves Nextracker.

  68. Performance stock unit awards – FY25

    Performance stock unit awards – FY25 PSUs provide for vesting upon the attainment of the applicable performance criteria, generally subject to the NEO’s continuous service until the applicable vesting date. The PSUs granted in FY25 provide for (i) a one fiscal-year measurement period (April 1, 2024 – March 31, 2025) based on the achievement of certain financial metrics (as described below) and (ii) a cumulative three-year relative TSR modifier (“rTSR”). PSUs remain subject to a service-based vesting requirement through the completion of the entire performance period, and vest on the third anniversary of the grant date. Subject to satisfying such service-based vesting requirement, the number of PSUs that vest is based on the extent to which the relevant performance criteria is attained. Payouts are made in shares. Before the PSUs vest, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents. PSUs granted in FY25 vest between 0% and 300% of target. Total payout under the FY25 PSUs cannot exceed 300% of target. With respect to the PSUs granted in FY25, (i) 50% of the performance criteria are based on Nextracker’s achievement of a revenue goal in FY25 and (ii) 50% of the performance criteria are based on Nextracker’s achievement of an adjusted diluted earnings-per-share (“EPS”) goal in FY25. In addition, the PSUs are subject to a three-year rTSR modifier based on the level of Nextracker's total shareholder return performance against that of our executive compensation peer group, with 0.75x applied for rTSR achievement at the 25th percentile, 1.0x applied for achievement at the 50th percentile and 1.5x applied for achievement at the 75th percentile (with linear interpolation applied). The three-year rTSR modifier is capped at 1.5x. The financial metrics can each be earned between 0% and 200% of target and the rTSR modifier can adjust the payout levels under the financial component from 75% to 150% (for a maximum total payout of 300% of target).

  69. Performance stock unit awards – FY25

    | FY25 Revenue (0%-200%) 50% Weighting | | | | | | | | Relative TSR modifier at end of 3-year period 0.75-1.5 | | Payout Range 0%-300% | | FY25 Adjusted Diluted EPS (0%-200%) 50% Weighting | | | | | | Financial Metrics Measured Year 1 | | 2-Year Additional Holding Requirement (3-year Total) | | | | 3 Year Relative TSR (Average) | | | | |

  70. Performance stock unit awards – FY25

    Actual Company performance of the financial metrics for FY25 were as follows:

  71. Performance stock unit awards – FY25

    | Measurement Period | Percent (%) | Metric | Weight (%) | 100% Target ($) | Actual Performance ($) | Actual (%) | Weighted Achievement (%) | | FY25 (4/1/2024 – 3/31/2025) | 100 | FY25 Revenue ($B) | 50 | 3.10 | 2.96 | 53 | 27 | | | | FY25 Adjusted Diluted EPS (1) | 50 | 3.24 | 4.22 | 200 | 100 | | Total Achievement | | | | | | | 127 |

  72. Performance stock unit awards – FY25

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

  73. Performance stock unit awards – FY25

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  74. Performance stock unit awards – FY25

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  75. Performance stock unit awards – FY25

    Based on the attainment of the applicable financial metrics (i.e., FY25 revenue and FY25 adjusted diluted EPS) described above, the following PSUs have been earned and are eligible to vest at the end of three-year performance period in 2027, subject to satisfaction of the service requirement described above, and subject to further modification between 75%-150% based on the level of achievement of the three-year rTSR modifier, described above:

  76. Performance stock unit awards – FY25

    | Name | Number of initially earned PSUs for the measurement period (FY25) (# shares) | Weighted Achievement (%) | Threshold number of PSUs for the three-year measurement period (FY25) (# shares) | Target number of PSUs for the three-year measurement period (FY25) (# shares) | Max number of PSUs for the three-year measurement period (FY25) (# shares) | Target grant date fair value of PSUs for the measurement period (FY25) ($) | | Daniel Shugar | 127,479 | 127 | 67,130 | 134,260 | 402,780 | 6,000,079 | | Howard Wenger | 63,739 | 127 | 33,565 | 67,130 | 201,390 | 3,000,040 | | Charles Boynton (1) | 61,977 | 127 | 32,637 | 65,274 | 195,822 | 2,999,993 | | Bruce Ledesma | 42,492 | 127 | 22,377 | 44,753 | 134,259 | 2,000,012 | | Nicholas (Marco) Miller | 39,837 | 127 | 20,978 | 41,956 | 125,868 | 1,875,013 | | David Bennett | 15,934 | 127 | 8,391 | 16,782 | 50,346 | 749,988 |

  77. Performance stock unit awards – FY25

    (1)Mr. Boynton was hired as CFO on May 29, 2024. In connection with his appointment, Mr. Boynton received an PSU award under the Company’s LTIP with a grant-date fair value of approximately $3,000,000. The target value of the PSUs is based on the 30-day weighted average grant date value per share of $44.69, except for Mr. Boynton which amount is $45.96. The number of PSUs initially earned may be lower or higher than the amounts indicated depending on the overall achievement of the three-year TSR modifier.

  78. Restricted stock unit awards – FY25

    Restricted stock unit awards – FY25 RSUs granted to our NEOs in FY25 vest in three annual installments on the first three anniversaries of the vesting commencement date of April 1, 2025 (30%, 30% and 40%, respectively), generally subject to the NEO’s continuous service until such vesting date. Payouts are made in shares, such that the value of an RSU increases or decreases based on share price performance from the grant date, further aligning the interests of the executive with long-term stockholder value creation. Before an RSU vests, the holder has no ownership rights in the shares and is not entitled to dividends or dividend equivalents. The table below sets forth the number of RSUs granted to our NEOs in FY25:

  79. Restricted stock unit awards – FY25

    | Name | Number of RSUs (FY25) (# shares) | Grant Date Fair Value of RSUs (FY25) ($) | | Daniel Shugar | 134,260 | 6,000,079 | | Howard Wenger | 67,130 | 3,000,040 | | Charles Boynton (1) | 65,274 | 2,999,993 | | Bruce Ledesma | 44,753 | 2,000,012 | | Nicholas (Marco) Miller | 41,956 | 1,875,013 | | David Bennett | 16,782 | 749,988 |

  80. Restricted stock unit awards – FY25

    (1)Mr. Boynton was hired as CFO on May 29, 2024. In connection with his appointment, Mr. Boynton received an RSU award under the Company’s LTIP with a grant-date fair value of approximately $3,000,000. In addition, Mr. Boynton received a one-time sign-on award of time-based RSUs with a target grant-date value of $6,500,000. This one-time award is not included in this table. For more information regarding this RSU award, see “New Hire Compensation for Our CFO,” below. The target value of the PSUs is based on the 30-day weighted average grant date value per share of $44.69, except for Mr. Boynton which amount is $45.96.

  81. Restricted stock unit awards – FY25

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  82. Restricted stock unit awards – FY25

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  83. Stock Option awards - FY25

    Stock Option awards - FY25 The stock option awards are not intended to be part of the ongoing long-term incentive plan mix, but are an interim vehicle used to enhance holdings and retentions to further align the executives to drive the growth and shareholder return during the initial transition to an independent public company, following the spin-off from Flex, which occurred at the end of FY24. The C&P Committee anticipates fiscal year 2026 (“FY26”) will be the last year stock options will be granted to our executives as part of their regular executive compensation program. Stock option awards granted to our NEOs in FY25 cliff vest on the third anniversary of the grant date, generally subject to the NEO’s continuous service until such vesting date. The exercise price for the shares underlying such stock option awards is equal to the closing price of our Class A common stock on Nasdaq as of the grant date. Upon exercise of a stock option award, payouts will be made in shares. Before a stock option award vests and is exercised, the holder has no ownership rights in the underlying shares and is not entitled to dividends or dividend equivalents. The table below sets forth the number of stock options granted to our NEOs in FY25:

  84. Stock Option awards - FY25

    | Name | Number of Stock Options (FY25) (# shares) | Grant Date Fair Value of Stock Options (FY25) ($) | | Daniel Shugar | 102,019 | 2,963,652 | | Howard Wenger | 85,016 | 2,469,715 | | Charles Boynton (1) | NA | NA | | Bruce Ledesma | 34,006 | 987,874 | | Nicholas (Marco) Miller | 31,881 | 926,143 | | David Bennett (2) | NA | NA |

  85. Stock Option awards - FY25

    (1)Mr. Boynton was hired as CFO on May 29, 2024 and did not receive a FY25 stock option grant. For more information regarding Mr. Boynton’s FY25 compensation, see “New Hire Compensation For Our CFO” below. (2)Mr. Bennett did not receive a FY25 stock option award. The grant-date fair value of the stock options is $29.05 per share and is estimated using the Black-Scholes Options Pricing Model.

  86. FY25 LTIP awards

    FY25 LTIP awards The following table summarizes the long-term equity awards granted under the LTIP to our NEOs in FY25:

  87. FY25 LTIP awards

    | Name | Performance-based PSUs (# shares) | Target grant date fair value of PSUs for the measurement period (FY25) ($) | Service-based RSUs (# shares) | Grant Date Fair Value of RSUs (FY25) ($) | Stock Options (# shares) | Grant Date Fair Value of Stock Options (FY25) ($) | | Daniel Shugar | 134,260 | 6,000,079 | 134,260 | 6,000,079 | 102,019 | 2,963,652 | | Howard Wenger | 67,130 | 3,000,040 | 67,130 | 3,000,040 | 85,016 | 2,469,714 | | Charles Boynton (1) | 65,274 | 2,999,993 | 65,274 | 2,999,993 | NA | NA | | Bruce Ledesma | 44,753 | 2,000,012 | 44,753 | 2,000,012 | 34,006 | 987,874 | | Nicholas (Marco) Miller | 41,956 | 1,875,013 | 41,956 | 1,875,013 | 31,881 | 926,143 | | David Bennett | 16,782 | 749,988 | 16,782 | 749,988 | NA | NA |

  88. FY25 LTIP awards

    (1)Mr. Boynton was hired as CFO on May 29, 2024. In connection with his hire, Mr. Boynton received RSUs under his offer letter, rather than the annual executive grant. In addition, Mr. Boynton received a one-time sign-on award of time-based RSUs with a target grant-date value of $6,500,000. This one-time award is not included in this table. For more information regarding Mr. Boynton’s FY25 compensation, see “New Hire Compensation for Our CFO” below.

  89. FY25 LTIP awards

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  90. FY25 LTIP awards

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  91. FY25 LTIP awards

    The target value of the RSUs and the PSUs is based on the 30-day weighted average grant date value per share of $44.69, except for Mr. Boynton which amount is $45.96. The grant-date fair value of the stock options is $29.05 per share and is estimated using the Black-Scholes Options Pricing Model.

  92. Performance stock units – Previously Granted FY24 PSUs

    Performance stock units – Previously Granted FY24 PSUs In FY24, certain of our NEOs received a grant of FY24 PSUs. 50% of the performance criteria were based on Nextracker’s achievement of a revenue goal in FY24 and (ii) 50% of the performance criteria were based on Nextracker’s achievement of an adjusted EBITDA goal in FY24. In addition, the FY24 PSUs are subject to a three-year rTSR modifier based on the level of Nextracker's total shareholder return performance against that of our Peer Group, with 0.75x applied for rTSR achievement at the 25th percentile, 1.0x applied for achievement at the 50th percentile and 1.5x applied for achievement at the 75th percentile (with linear interpolation applied).

  93. Performance stock units – Previously Granted FY24 PSUs

    | FY24 Revenue (0%-200%) 50% Weighting | | | | | | | | Relative TSR modifier at end of 3-year period 0.75-1.5 | | Payout Range 0%-300% | | FY24 Adjusted EBITDA (0%-200%) 50% Weighting | | | | | | Financial Metrics Measured Year 1 | | 2-Year Additional Holding Requirement (3-year Total) | | | | 3 Year Relative TSR (Average) | | | | |

  94. Performance stock units – Previously Granted FY24 PSUs

    As reported in the FY24 Proxy Statement, actual Company performance of the financial metrics for FY24 were as follows:

  95. Performance stock units – Previously Granted FY24 PSUs

    | Measurement Period | Percent (%) | Metric | Weight (%) | 100% Target ($m) | Actual Performance ($m) | Actual (%) | Weighted Achievement (%) | | FY24 (4/1/2023 – 3/31/2024) | 100 | FY24 Revenue | 50 | 2,190 | 2,500 | 114 | 100 | | | | FY24 Adjusted EBITDA (1) | 50 | 285 | 521 | 183 | 100 | | Total Achievement | | | | | | | 200 |

  96. Performance stock units – Previously Granted FY24 PSUs

    (1)This is a non-GAAP performance measure. See Appendix A for the definition of adjusted EBITDA (with respect to the adjusted EBITDA performance metric) and a reconciliation of this non-GAAP measure to the most comparable GAAP financial measure. Based on the attainment of the applicable financial metrics (i.e., FY24 revenue and FY24 adjusted EBITDA) described above, the PSUs that were earned at the end of FY24 are eligible to vest at the end of three-year performance period in 2026, subject to satisfaction of the service requirement described above, and subject to further modification between 75%-150% based on the level of achievement of the three-year rTSR modifier, described above and which will be reviewed at the end of FY25.

  97. Performance stock units – Previously Granted FY23 PSUs

    Performance stock units – Previously Granted FY23 PSUs In FY23, certain of our NEOs, received a grant of FY23 PSUs which provided for three distinct measurement periods over a three-year performance period with (i) 30% of the total target PSUs relating to the first measurement period (April 1, 2022 – March 31, 2023), (ii) 30% of the total target PSUs relating to the second measurement period (April 1, 2023 – March 31, 2024), and (iii) 40% of the total target PSUs relating to the third measurement period (for the financial metrics, April 1, 2024 – March 31, 2025 and for the rTSR metric, April 1, 2023 - March 31, 2025). In FY23, the Company achieved performance at 159.8% of target, and therefore the first tranche of the FY23 PSUs were earned at 159.8% of target. In FY24, the Company achieved performance at 200% of target, and therefore the second tranche of the FY23 PSUs were earned at 200% of target.

  98. Performance stock units – Previously Granted FY23 PSUs

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  99. Performance stock units – Previously Granted FY23 PSUs

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  100. Performance stock units – Previously Granted FY23 PSUs

    With respect to the third tranche, (i) 50% of the performance criteria were based on the financial metrics of our annual STIP during and (ii) 50% of the performance criteria relate to the percentile rank of our rTSR relative to the companies that generally comprised the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index) as of April 1, 2023 over FY24 and FY25. As a result, an aggregate performance achievement of 189% applied with respect to the third tranche period relative to target performance.

  101. Performance stock units – Previously Granted FY23 PSUs

    | Measurement Period | Percent (%) | Distribution of Metrics (%) | Metric | Weight (%) | Actual Performance (%) | Actual Performance – gross achievement (%) | | FY25 (Financial Metrics: 4/1/2024 – 3/31/2025) (rTSR: 4/1/2023-3/31/2025) | 50 | 50 | FY25 STIP | 100 | 177.9 | 89 | | | 50 | 50 | rTSR | 100 | 200 | 100 | | Total Achievement | | | | | | 189 |

  102. Performance stock units – Previously Granted FY23 PSUs

    As described above, based on the attainment of the third tranche of the FY23 PSUs, the following FY23 PSUs have been earned with respect to the third measurement period:

  103. Performance stock units – Previously Granted FY23 PSUs

    | Name | Target number of FY23 PSUs for the third measurement period (# shares) | Number of earned FY23 PSUs for the third measurement period (# shares) | Total number of earned FY23 PSUs over three-year measurement period (# shares) | | Daniel Shugar | 53,190 | 100,528 | 244,064 | | Howard Wenger | 32,857 | 62,098 | 150,765 | | Charles Boynton | NA | NA | NA | | Bruce Ledesma | 32,857 | 62,098 | 150,765 | | Nicholas (Marco) Miller | 17,619 | 33,299 | 80,845 | | David Bennett | 15,476 | 29,248 | 71,011 |

  104. New Hire Compensation for Our CFO

    New Hire Compensation for Our CFO Mr. Boynton, who previously served as the Chair of our Audit Committee, was appointed as our CFO on May 29, 2024. In connection with his appointment, we entered into an offer letter with him setting forth the terms of his compensation in this role. The terms of Mr. Boynton’s compensation were approved by the C&P Committee after reviewing a market survey conducted by Meridian. Under the terms of the offer letter, Mr. Boynton’s annual base salary was set at $600,000, and included his eligibility for an annual cash bonus with a target bonus opportunity equal to 90% of his base salary, as indicated above under “-Base Salary” and “-Short-Term Incentive Plan,” respectively. In addition, the C&P Committee approved equity grants under the Company’s Long-Term Incentive Plan to Mr. Boynton to align his FY25 compensation with those of other similarly situated executives. These grants include the grant of 50% PSUs and 50% RSUs with an aggregate target grant-date value of $6,000,000 subject to the same vesting terms and same performance conditions as the respective forms of awards granted to NEOs and described above under “-Long-Term Incentive Plan.” Mr. Boynton did not receive a FY25 stock option award, as the C&P Committee felt the sign-on awards plus LTIP RSU and PSU were sufficient. Recognizing Mr. Boynton was an employed CFO, the C&P Committee understood that it would need to address foregone compensation opportunities at his prior employer. As such, two one-time sign-on awards for Mr. Boynton were approved: (i) a one-time sign-on cash award of $2,000,000, which is subject to repayment (in whole or in part) in the event Mr. Boynton is terminated for gross misconduct or he voluntarily resigns prior to the 24-month anniversary of his start date; and (ii) a one-time sign-on award of time-based RSUs under the Equity Plan with a target grant date value of $6,500,000 that vest in equal annual installments over three years. While the C&P Committee recognized that the FY25 total compensation for Mr. Boynton (including these one-time awards) were above the median CFO pay, the purpose of these awards was to compensate Mr. Boynton for the foregone compensation opportunities in the form of the forfeiture of outstanding unvested equity awards in connection with leaving his prior employer. Mr. Boynton’s future compensation opportunities, including those for FY26, will be consistent with that of other NEOs.

  105. Compensation Change for Our CAO (prior CFO)

    Compensation Change for Our CAO (prior CFO) In connection with the appointment of Mr. Boynton as our CFO on May 29, 2024, Mr. Bennett, who had served as our CFO from June 2021 through Mr. Boynton’s appointment, was appointed as our Chief Accounting Officer. In connection with this change, Mr. Bennett’s compensation for FY25 was revised to be commensurate with his new role and responsibilities. Accordingly, Mr. Bennett received a reduced number of FY25 RSUs and PSUs (as compared with FY24 and did not receive a stock option grant for FY25. No severance benefits were paid out to Mr. Bennett as a result of the change in his role.

  106. Termination and change in control arrangements

    Termination and change in control arrangements On November 19, 2024, our Board of Directors, upon the recommendation of the C&P Committee, approved an executive severance plan (the “Executive Severance Plan”) and an executive change in control severance plan (the “Executive Change in Control Severance Plan”) for the benefit of employees of the Company at the level of executive vice president or above, which includes each of our NEOs. These plans were developed in consultation with Meridian to align with the predominate peer practices. Under the Executive Severance Plan, in the event of the executive’s termination of employment by the Company without “cause” or the executive’s resignation for “good reason” (as such terms are defined in the Executive Severance Plan) that occurs other than in connection with a change in control of the Company, the executive will be eligible to receive the following: •a cash severance payment equal to one (1) times (or, in the case of the CEO, two (2) times) the sum of the executive’s base salary and target bonus; •a pro-rated target bonus for the fiscal year in which the termination date occurs, less any bonus previously paid; •any unvested equity awards subject only to service-based vesting conditions will accelerate and become vested to the extent such awards were scheduled to vest within 12 months (or, in the case of the CEO, 18 months) following the executive’s termination of employment;

  107. Termination and change in control arrangements

    | Nextracker Inc. | 47 | 2025 Proxy Statement |

  108. Termination and change in control arrangements

    | COMPENSATION DISCUSSION AND ANALYSIS | TABLE OF CONTENTS |

  109. Termination and change in control arrangements

    •any unvested equity awards subject to performance-based vesting conditions (x) shall be deemed to have achieved the performance goals at the target performance level and (y) will accelerate and become vested to the extent such awards were scheduled to vest (as to service) within 12 months (or, in the case of the CEO, 18 months) following the executive’s termination of employment (with such acceleration to be made on a pro-rata basis based on the period during the applicable service-vesting period that the executive was actually employed prior to his or her termination date); •continuation of benefits under COBRA for one (1) year (or, in the case of the CEO, two (2) years) following the executive’s termination date; and •outplacement services up to $15,000 (or, in the case of the CEO, $20,000). Under the Executive Change in Control Severance Plan, in the event of the executive’s termination of employment (x) by the Company without “cause”, (y) the executive’s resignation for “good reason” or (z) executive’s death or disability (as such terms are defined in the Executive Change in Control Severance Plan), in each case during the period that begins six (6) months before the date of a change in control and ending twenty four (24) months following the date of a change in control, the executive will be eligible to receive the following: •a cash severance payment equal to two (2) times the sum of (i) the executive’s base salary and (ii) the greater of (A) the executive's target bonus or (B) the executive's actual annual bonus earned for the fiscal year in which the termination date occurs, based on the achievement of applicable performance goals through the executive's termination date (such amount described in this clause (B) (the "Highest Annual Bonus"); •a pro-rated amount of the executive's Highest Annual Bonus for the fiscal year in which the termination date occurs, less any bonus previously paid; •any earned but unpaid annual bonus for prior years; •any unvested equity awards will be accelerated and become vested, with any performance-based vesting conditions deemed achieved at the greater of target performance levels and the actual performance levels as of the date of the change in control; •continuation of benefits under COBRA for two (2) years following the executive’s termination date; •an amount equal to the total amount the executive would have received under the Company's 401(k) plan as a Company "matching" contribution (assuming maximum employee contributions) for a period of two (2) years following the termination date; and For information regarding these plans and the potential benefits applicable to our NEOs under these plans in connection with a change in control and/or termination of employment, see page 58.

  110. Termination and change in control arrangements

    | Nextracker Inc. | 48 | 2025 Proxy Statement |

  111. Termination and change in control arrangements

    | TABLE OF CONTENTS | COMPENSATION DISCUSSION AND ANALYSIS |

  112. Key Compensation and Governance Policies

    | Policy | Overview | Material Features | | Stock Ownership Guidelines | Promote stock ownership in Nextracker. More closely align the interests of our executive officers with those of our stockholders. | 5x base salary for CEO and President. 2x base salary for other Executive Officers. 5 years from executive officer designation to comply. Includes shares owned outright (including unvested RSUs), excludes stock options and unvested PSUs. As of May 1, 2025, all continuing NEOs have reached ownership requirements or have remaining time to do so. | | Insider Trading and Trading Window Policy | Prohibit corporate insiders from taking advantage of material non-public information. | CEO and other NEOs are required to preclear any open market transactions with the Chief Legal Officer and are encouraged to use Rule 10b5-1 stock trading plans. Prohibits the purchase or sale of securities while in possession of material non-public information. | | Clawback Policy | In 2023, the Board adopted the Company’s Financial Restatement Compensation Recoupment Policy (the “Recoupment Clawback Policy”), under which the C&P Committee will, to the extent permitted or required by law, recoup any excess incentive compensation received by executive officers due to a financial restatement within three years of discovering the error, regardless of any detrimental conduct. | In 2023, the Board adopted the Recoupment Clawback Policy in accordance with Rule 10D-1. Under the Company’s Recoupment Clawback Policy, our C&P Committee will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s executive officers in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Board will reasonably and promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines that the financial measure contains a material error. | | Hedging and Pledging | Prohibited under the Insider Trading and Trading Window Policy | Under the Company’s Insider Trading and Trading Window Policy, all employees are prohibited from engaging in derivative or hedging transactions in Nextracker securities. |

  113. Equity Grant Practices

    Equity Grant Practices We have the following practices regarding equity compensation grants: •The C&P Committee and/or our Board typically grant annual equity incentive awards to our NEOs during the first quarter of our fiscal year, at such time as the C&P Committee evaluates the compensation for its NEOs for the applicable fiscal year. •We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”) and have a policy never to do so. •We have never timed and do not plan to time the release of MNPI for the purpose of affecting the value of executive compensation. •Equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings. Share amounts for our RSUs and PSUs are based on a 30-day trailing average from the date of grant. During FY25, the C&P Committee awarded stock options to our NEOs in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q or the filing or furnishing of a current report on Form 8-K that disclosed MNPI, and ending one business day after the filing or furnishing of such report (the “Designated Periods”). As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information relating to stock options awarded to NEOs in the Designated Periods occurring during FY25.

  114. Equity Grant Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award ($) | Stock Options (# shares) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%) | | Daniel Shugar | 5/21/2024 | 102,019 | 47.05 | 2,963,652 | 102,019 | (3) | | Howard Wenger | 5/21/2024 | 85,016 | 47.05 | 2,469,745 | 85,016 | (3) | | Charles Boynton (1) | NA | NA | NA | NA | NA | NA | | Bruce Ledesma | 5/21/2024 | 34,006 | 47.05 | 987,874 | 34,006 | (3) | | Nicholas (Marco) Miller | 5/21/2024 | 31,881 | 47.05 | 926,143 | 31,881 | (3) | | David Bennett (2) | NA | NA | NA | NA | NA | NA |

  115. Equity Grant Practices

    (1)Mr. Boynton was hired as CFO on May 29, 2024 and did not receive a FY25 stock option grant. For more information regarding Mr. Boynton’s FY25 compensation, see “New Hire Compensation for Our CFO” above. (2)Mr. Bennett did not receive a FY25 stock option award. The grant-date fair value of the stock options is $29.05 per share and is estimated using the Black-Scholes Options Pricing Model.

  116. Summary Compensation Table

    Summary Compensation Table

  117. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Share Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | Daniel Shugar Chief Executive Officer | 2025 | 863,000 | — | 14,144,291 | 2,963,652 | 2,072,624 | — | 53,845 | 20,097,412 | | | 2024 | 849,722 | — | 13,576,640 | 3,990,011 | 2,294,250 | — | 14,967 | 20,725,590 | | | 2023 | 460,625 | — | 5,773,029 | 2,512,800 | 324,772 | 7,582 | 100,048 | 9,178,856 | | Howard Wenger President | 2025 | 505,000 | — | 7,072,146 | 2,469,715 | 718,716 | — | 384 | 10,765,961 | | | 2024 | 497,189 | — | 7,240,900 | 2,128,009 | 795,503 | — | 1,836 | 10,663,437 | | | 2023 | 400,000 | — | 3,566,162 | 1,561,120 | 275,815 | 2,399 | 109,820 | 5,915,316 | | Charles Boynton Chief Financial Officer | 2025 | 491,539 | 2,000,000 | 15,444,808 | — | 806,954 | — | 320 | 18,743,621 | | Bruce Ledesma Chief Legal and Compliance Officer | 2025 | 505,000 | — | 4,714,729 | 987,874 | 718,716 | — | 14,184 | 6,940,503 | | | 2024 | 496,527 | — | 4,827,235 | 1,418,664 | 794,443 | — | 14,941 | 7,551,810 | | | 2023 | 390,375 | — | 3,566,162 | 1,561,120 | 275,815 | — | 92,355 | 5,885,827 | | Nicholas (Marco) Miller Chief Operation Officer | 2025 | 400,000 | — | 4,420,065 | 926,143 | 498,120 | — | 14,184 | 6,258,512 | | | 2024 | 391,596 | — | 3,620,450 | 1,064,005 | 509,074 | — | 9,531 | 5,594,656 | | | 2023 | 312,514 | — | 1,912,303 | 834,599 | 198,686 | — | 8,889 | 3,266,991 | | David Bennett Chief Accounting Officer, former Chief Financial Officer | 2025 | 470,000 | — | 1,767,984 | — | 585,291 | — | 14,184 | 2,837,459 | | | 2024 | 461,576 | — | 6,034,020 | 1,773,324 | 738,521 | — | 14,431 | 9,021,872 | | | 2023 | 425,950 | — | 1,679,690 | 750,541 | 301,000 | — | 146,092 | 3,303,273 |

  118. Summary Compensation Table

    (1)Includes amounts contributed under the Flex 2010 Deferred Plan and relevant 401(k) plan accounts. (2)The amount in FY25 for Mr. Boynton includes a one-time sign-on cash award, which is subject to repayment (in whole or in part) in the event Mr. Boynton is terminated for gross misconduct or he voluntarily resigns prior to the 24-month anniversary of his start date. (3)For FY25, share awards consist of RSUs and PSUs granted under the LTIP during such fiscal year. The amounts in this column do not reflect compensation actually received by our NEOs, nor do they reflect the actual value that will be realized by our NEOs. Instead, the amounts reflect the grant date fair value as determined by a nationally recognized third-party valuation firm in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The fair value of such PSUs was based on the probable outcome of the performance conditions estimated on the date of grant using a Monte Carlo simulation model. The grant date value of the PSUs granted to the NEOs in FY25, assuming the maximum level of performance conditions will be achieved, is $7,827,358 for Mr. Shugar, $3,913,679 for Mr. Boynton, $978,390 for Mr. Bennett, $2,609,100 for Mr. Ledesma, $2,446,035 for Mr. Miller and $3,913,679 for Mr. Wenger. The amounts for Mr. Boynton also include a one-time sign-on award of time-based RSUs with a grant-date fair value of $6,499,985 that vest in equal annual installments over three years. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the RSUs and PSUs, see Note 7 in the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

  119. Summary Compensation Table

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  120. Summary Compensation Table

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  121. Summary Compensation Table

    (4)For FY25, stock option awards consist of stock options granted under the LTIP during such fiscal year. The amounts in this column do not reflect compensation actually received by our NEOs, nor do they reflect the actual value that will be realized by our NEOs. Instead, the amounts reflect the grant date fair value as determined by a nationally recognized third-party valuation firm in accordance with FASB ASC Topic 718 and using Black-Scholes (excluding the effect of estimated forfeitures). For additional information regarding assumptions made in calculating the amounts reflected in this column in respect of the stock options, see Note 7 in the notes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Stock Option awards - FY25” of this Proxy Statement. (5)The amounts in this column represent incentive cash bonuses earned by our NEOs for the relevant year. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Short-Term Incentive Plan” of this Proxy Statement. (6)The amounts in this column represent the above-market earnings on the Flex 2010 Deferred Plan accounts for certain of our NEOs. None of our NEOs participated in any defined benefit or actuarial pension plans in any period presented. In our Form S-1 registration statement filed on February 6, 2023 relating to our IPO, the Company reported above-market earnings in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column on the portion of the deferred compensation accounts that were vested during the year rather than reporting such earnings on the entire vested and unvested deferred compensation accounts. In accordance with SEC disclosure rules, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for FY23 has been updated as follows to reflect the above-market earnings with respect to the deferred compensation accounts during FY23, regardless of whether such amounts were vested or unvested. No NEO received above market or preferential earnings from the Flex 2010 Deferred Plan in FY24 and FY25. (7)The following table provides a breakdown of compensation included in the “All Other Compensation” column for FY25:

  122. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($) | Medical/Enhanced Long-Term Disability ($) | Personal Use of Private Aircraft(1) ($) | Total ($) | | Daniel Shugar | 13,800 | 384 | 39,661 | 53,845 | | Howard Wenger | — | 384 | — | 384 | | Charles Boynton | — | 384 | — | 384 | | Bruce Ledesma | 13,800 | 384 | — | 14,184 | | Nicholas (Marco) Miller | 13,800 | 384 | — | 14,184 | | David Bennett | 13,800 | 384 | — | 14,184 |

  123. Summary Compensation Table

    (1) Represents the value of personal use of Company-leased aircraft. Such use is valued based on the aggregate incremental cost to the Company of such personal use of the aircraft in accordance with the Company’s Company Aircraft Policy.

  124. Summary Compensation Table

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  125. Summary Compensation Table

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  126. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information about RSUs, PSUs and stock option awards granted to our NEOs under the LTIP and cash incentive programs under the STIP.

  127. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares of Stock or Units (#) | All other option awards: Number of securities underlying options (#)(5) | Exercise or base price of option awards(5) ($/Sh) | Grant Date Fair Value of Shares and Option Awards(6) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Daniel Shugar | 5/21/2024 | — | — | — | 67,130 | 134,260 | 402,780 | — | — | — | 7,827,358 | | | 5/21/2024 (3) | — | — | — | — | — | — | 134,260 | — | — | 6,000,079 | | | 5/21/2024 | — | — | — | — | — | — | — | 102,019 | 47.05 | 2,963,652 | | | 5/21/2024 | 582,525 | 1,165,050 | 2,330,100 | — | — | — | — | — | — | — | | Howard Wenger | 5/21/2024 | — | — | — | 33,565 | 67,130 | 201,390 | — | — | — | 3,913,679 | | | 5/21/2024 (3) | — | — | — | — | — | — | 67,130 | — | — | 3,000,040 | | | 5/21/2024 | — | — | — | — | — | — | — | 85,016 | 47.05 | 2,469,715 | | | 5/21/2024 | 202,000 | 404,000 | 808,000 | — | — | — | — | — | — | — | | Charles Boynton | 5/29/2024 | — | — | — | 32,637 | 65,274 | 195,822 | — | — | — | 3,805,474 | | | 5/29/2024 (3) | — | — | — | — | — | — | 65,274 | — | — | 2,999,993 | | | 5/29/2024 (4) | — | — | — | — | — | — | 141,427 | — | — | 6,499,985 | | | 5/29/2024 | 226,800 | 453,600 | 907,200 | — | — | — | — | — | — | — | | Bruce Ledesma | 5/21/2024 | — | — | — | 22,377 | 44,753 | 134,259 | — | — | — | 2,609,100 | | | 5/21/2024 (3) | — | — | — | — | — | — | 44,753 | — | — | 2,000,012 | | | 5/21/2024 | — | — | — | — | — | — | — | 34,006 | 47.05 | 978,874 | | | 5/21/2024 | 202,000 | 404,000 | 808,000 | — | — | — | — | — | — | — | | Nicholas (Marco) Miller | 5/21/2024 | — | — | — | 20,978 | 41,956 | 125,868 | — | — | — | 2,446,035 | | | 5/21/2024 (3) | — | — | — | — | — | — | 41,956 | — | — | 1,875,013 | | | 5/21/2024 | — | — | — | — | — | — | — | 31,881 | 47.05 | 926,143 | | | 5/21/2024 | 130,000 | 260,000 | 520,000 | — | — | — | — | — | — | — | | David Bennett | 5/21/2024 | — | — | — | 8,391 | 16,782 | 50,346 | — | — | — | 978,391 | | | 5/21/2024 (3) | — | — | — | — | — | — | 16,782 | — | — | 749,988 | | | 5/21/2024 | 164,500 | 329,000 | 658,000 | — | — | — | — | — | — | — |

  128. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)These amounts show the range of possible payouts under the cash incentive programs for FY25. The maximum payment represents 200% of the target payment. The threshold payment represents 50% of target payout levels. For the short-term incentive bonus plan, the amounts actually earned for FY25 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Short-Term Incentive Plan” of this Proxy Statement. (2)These amounts show the range of estimated future vesting of the PSU awards granted in FY25 under the LTIP. With respect to the PSUs granted in FY25, (i) 50% of the performance criteria are based on Nextracker’s achievement of a FY25 revenue goal and (ii) 50% of the performance criteria are based on Nextracker’s achievement of a FY25 adjusted EPS goal. The PSUs are subject to a three-year rTSR modifier based on the level of Nextracker’s total shareholder return performance against that of our executive compensation peer group, with 0.75x applied for rTSR achievement at the 25th percentile or below, 1.0x applied for achievement at the 50th percentile and 1.5x applied for achievement at the 75th percentile or above (with linear interpolation applied). The financial metrics can each be earned between 0% and 200% of target and the rTSR modifier can adjust the payout levels under the financial component from 75% to 150% (for a maximum total payout of 300% of target). For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. (3)The amounts present the number of one-time service-based RSU awards granted in FY25 under the LTIP. For each NEO, the RSUs vest in three annual installments at the rate of 30%, 30% and 40%, respectively, provided that the NEO continues to remain employed on the applicable vesting date. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. (4)The amounts present the number of one-time service-based RSU awards granted in FY25 pursuant to Mr. Boynton’s offer letter. The RSUs will vest in three annual installments at the rate of 33%, 33% and 34%, respectively, provided that Mr. Boynton continues to remain employed on the applicable vesting date. (5)This column shows the number of stock option shares granted pursuant to stock option awards in FY25 under the LTIP. For each NEO, the stock option cliff vests after three years, provided that the NEO continues to remain employed on the vesting dates. For additional information, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. The exercise price of the option listed is the closing price of the Company’s Class A common stock on Nasdaq on the date of the grant. (6)This column shows the grant date fair value of RSU, PSU and stock option awards under the LTIP under FASB ASC Topic 718 granted to our NEOs in FY25. The grant date fair value is the amount that will be expensed in Nextracker’s financial statements over the awards’ vesting schedule. For RSUs, the grant date fair value reflects the determination by a nationally recognized third-party valuation firm in accordance with FASB ASC Topic 718 as of the grant date. For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. For stock options, the grant-date fair value is estimated using the Black-Scholes Options Pricing Model. The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the amounts in this column, as required by SEC rules. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the RSU, PSU and stock option awards, see Note 7 in the notes to our consolidated financial statements, “Stock-based compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

  129. Grants of Plan-Based Awards in Fiscal Year 2025

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  130. Grants of Plan-Based Awards in Fiscal Year 2025

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  131. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by our NEOs under the LTIP as of March 31, 2025. The market value of the share awards is based on the closing price of Nextracker’s Class A common stock as of March 31, 2025, which was $42.14. For additional information on our equity incentive programs, see the section titled “Compensation Discussion and Analysis—Compensation-Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. With respect to PSU awards described below, the number of unearned shares and the market values shown assume all performance criteria are met at target based on performance through March 31, 2025.

  132. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Share Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Daniel Shugar | — | — | 398,571 (1) | 21.00 | 3/15/2027 | — | — | — | — | | | — | — | 153,521 (2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | 102,019 (3) | 47.05 | 5/21/2034 | — | — | — | — | | | — | — | — | — | — | 53,190 (4) | 2,241,443 | — | — | | | — | — | — | — | — | 100,039 (5) | 4,215,643 | — | — | | | — | — | — | — | — | 134,260 (6) | 5,657,716 | — | — | | | — | — | — | — | — | 244,064 (7) | 10,284,857 | — | — | | | — | — | — | — | — | 214,368 (8) | 9,033,467 | 71,456 (9) | 3,011,156 | | | — | — | — | — | — | — | — | 134,260 (10) | 5,657,716 | | Howard Wenger | — | — | 247,619 (1) | 21.00 | 3/15/2027 | — | — | — | — | | | — | — | 81,878 (2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | 85,016 (3) | 47.05 | 5/21/2034 | — | — | — | — | | | — | — | — | — | — | 32,857 (4) | 1,384,602 | — | — | | | — | — | — | — | — | 53,354 (5) | 2,248,337 | — | — | | | — | — | — | — | — | 67,130 (6) | 2,828,858 | — | — | | | — | — | — | — | — | 150,765 (7) | 6,353,237 | — | — | | | — | — | — | — | — | 114,330 (8) | 4,817,866 | 38,110 (9) | 1,605,955 | | | — | — | — | — | — | — | — | 67,130 (10) | 2,828,858 | | Charles Boynton | — | — | — | — | — | 65,274 (11) | 2,750,646 | — | — | | | — | — | — | — | — | — | — | 65,274 (10) | 2,750,646 | | | — | — | — | — | — | 141,427 (12) | 5,959,734 | — | — | | Bruce Ledesma | — | — | 247,619 (1) | 21.00 | 3/15/2027 | — | — | — | — | | | — | — | 54,585 (2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | 34,006 (3) | 47.05 | 5/21/2034 | — | — | — | — | | | — | — | — | — | — | 32,857 (4) | 1,384,602 | — | — | | | — | — | — | — | — | 35,570 (5) | 1,498,920 | — | — | | | — | — | — | — | — | 44,753 (6) | 1,885,891 | — | — | | | — | — | — | — | — | 150,765 (7) | 6,353,237 | — | — | | | — | — | — | — | — | 76,220 (8) | 3,211,911 | 25,406 (9) | 1,070,609 | | | — | — | — | — | — | — | — | 44,753 (10) | 1,885,891 |

  133. Outstanding Equity Awards at 2025 Fiscal Year-End

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  134. Outstanding Equity Awards at 2025 Fiscal Year-End

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  135. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Share Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Nicholas (Marco) Miller | — | — | 132,381 (1) | 21.00 | 3/15/2027 | — | — | — | — | | | — | — | 40,939 (2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | 31,881 (3) | 47.05 | 5/21/2034 | — | — | — | — | | | — | — | — | — | — | 174,619 (4) | 742,473 | — | — | | | — | — | — | — | — | 26,677 (5) | 1,124,169 | — | — | | | — | — | — | — | — | 41,956 (6) | 1,768,026 | — | — | | | — | — | — | — | — | 80,845 (7) | 3,406,808 | — | — | | | — | — | — | — | — | 57,165 (8) | 2,408,933 | 19,055 (9) | 802,978 | | | — | — | — | — | — | — | — | 41,956 (10) | 1,768,026 | | David Bennett | — | — | 119,048 (1) | 21.00 | 3/15/2027 | — | — | — | — | | | — | — | 68,231 (2) | 40.47 | 6/21/2033 | — | — | — | — | | | — | — | — | — | — | 15,476 (4) | 652,159 | — | — | | | — | — | — | — | — | 44,461 (5) | 1,873,595 | — | — | | | — | — | — | — | — | 16,782 (6) | 707,193 | — | — | | | — | — | — | — | — | 71,011 (7) | 2,992,404 | — | — | | | — | — | — | — | — | 95,274 (8) | 4,014,846 | 31,758 (9) | 1,338,282 | | | — | — | — | — | — | — | — | 16,782 (10) | 717,193 |

  136. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Represents stock options granted on April 6, 2022. The stock options vest between 0% and 100% based on our equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four-year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of our closing stock prices on Nasdaq over the previous twenty (20) trading days prior to March 31, 2026, subject to the applicable NEO’s continued service through March 31, 2026. (2)Represents stock options granted on June 21, 2023. The stock options cliff-vest on June 21, 2026, subject to the NEO’s continued service through the relevant vesting date. (3)Represents stock options granted on May 21, 2024. The stock options cliff-vest on May 21, 2027, subject to the NEO’s continued service through the relevant vesting date. (4)Represents service-based RSUs granted on April 6, 2022. These remaining RSUs vested on April 1, 2025. (5)Represents service-based RSUs granted on June 21, 2023. The RSUs vested 30% on June 21, 2024, 30% on June 21, 2025, and will vest 40% on June 21, 2026, subject to the NEO’s continued service through the relevant vesting date. (6)Represents service-based RSUs granted on May 21, 2024. The RSUs vested 30% on May 21, 2025, and will vest 30% on May 21, 2026, and 40% on May 21, 2027, subject to the NEO’s continued service through the relevant vesting date. (7)Represents RSUs which have been earned with respect to outstanding PSUs granted on April 6, 2022. These PSUs were earned based on the level of achievement of the performance metrics applicable to the PSUs as follows: (i) for the first tranche, based on a performance period from April 1, 2022 to March 31, 2023 at a level of 159.8% of target, (ii) for the second tranche, based on a performance period from April 1, 2023 to March 31, 2024 at a level of 200% of target, and (iii) for the third tranche, based on a performance period from April 1, 2023 to March 31, 2025 at a level of 189% of target. These PSUs vested upon certification by the Board on May 23, 2025 based on continued service through such date. For additional information regarding the vesting of the PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. (8)Represents RSUs which have been earned with respect to outstanding PSUs granted on June 21, 2023. These PSUs were earned based on the level of achievement of the financial performance metrics for the performance period from April 1, 2023 to March 31, 2024 at a level of 200% of target as certified by the Board at the end of FY24. These PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% to 150%. The number of RSUs which have been earned represent 75% of the number of shares earned. These PSUs will vest on March 31, 2026 based on continued service through such date. For additional information regarding the vesting of the PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement.

  137. Outstanding Equity Awards at 2025 Fiscal Year-End

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  138. Outstanding Equity Awards at 2025 Fiscal Year-End

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  139. Outstanding Equity Awards at 2025 Fiscal Year-End

    (9)Represents PSUs granted on June 21, 2023 that remain subject to an rTSR modifier for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% to 150%. The amounts in the table above are reflected at target. For additional information regarding the vesting of PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. (10)Represents PSUs granted on May 21, 2024 (or May 29, 2024 for Mr. Boynton) that remain subject to achievement of financial performance criteria for the measurement period from April 1, 2024 to March 31, 2025. Following the end of FY25, the C&P Committee certified the financial performance metrics at 126.6%. These PSUs remain subject to an rTSR modifier for the performance period from April 1, 2024 to March 31, 2027, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% to 150%. The amounts in the table above are reflected at target. For additional information regarding the vesting of PSUs, see the section titled “Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan” of this Proxy Statement. (11)Represents service-based RSUs granted on May 29, 2024. The RSUs vested 30% on May 21, 2025, and will vest 30% on May 21, 2026, and 40% on May 21, 2027, subject to the NEO’s continued service through the relevant vesting date. (12)Represents service-based RSUs granted on May 29, 2024. The RSUs vested 33% on May 21, 2025, and will vest 33% on May 21, 2026, and 33% on May 21, 2027, subject to the NEO’s continued service through the relevant vesting date.

  140. Pension Benefits in Fiscal Year 2025

    Pension Benefits in Fiscal Year 2025 Our NEOs do not receive any compensation in the form of pension benefits.

  141. Nonqualified Deferred Compensation in Fiscal Year 2025

    Nonqualified Deferred Compensation in Fiscal Year 2025 During FY25, none of our NEOs contributed to a deferred compensation plan.

  142. Nonqualified Deferred Compensation in Fiscal Year 2025

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  143. Nonqualified Deferred Compensation in Fiscal Year 2025

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  144. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in the section titled “Compensation Discussion and Analysis” of this Proxy Statement, our NEOs do not have employment agreements with us. On November 19, 2024, our Board of Directors, upon the recommendation of the C&P Committee, approved the Executive Severance Plan and the Executive Change in Control Severance Plan for the benefit of employees of the Company at the level of executive vice president or above, including our NEOs. Under the Executive Severance Plan, in the event of the executive’s termination of employment by the Company without “cause” or the executive’s resignation for “good reason” (as such terms are defined in the Executive Severance Plan) that occurs other than in connection with a change in control of the Company, the executive will be eligible to receive the following: •a cash severance payment equal to one (1) times (or, in the case of the CEO, two (2) times) the sum of the executive’s base salary and target bonus; •a pro-rated target bonus for the fiscal year in which the termination date occurs, less any bonus previously paid; •any earned but unpaid annual bonus for prior years; •any unvested equity awards subject only to service-based vesting conditions will accelerate and become vested to the extent such awards were scheduled to vest within 12 months (or, in the case of the CEO, 18 months) following the executive’s termination of employment; •any unvested equity awards subject to performance-based vesting conditions (x) shall be deemed to have achieved the performance goals at the target performance level and (y) will accelerate and become vested to the extent such awards were scheduled to vest (as to service) within 12 months (or, in the case of the CEO, 18 months) following the executive’s termination of employment (with such acceleration to be made on a pro-rata basis determined based on the period during the applicable service-vesting period that the executive was actually employed prior to his or her termination date); •continuation of benefits under COBRA for one (1) year (or, in the case of the CEO, two (2) years) following the executive’s termination date; and •outplacement services up to $15,000 (or, in the case of the CEO, $20,000). Under the Executive Change in Control Severance Plan, in the event of the executive’s termination of employment (x) by the Company without “cause”, (y) the executive’s resignation for “good reason” or (z) executive’s death or disability (as such terms are defined in the Executive Change in Control Severance Plan), in each case during the period that begins six (6) months before the date of a change in control and ending twenty four (24) months following the date of a change in control, the executive will be eligible to receive the following: •a cash severance payment equal to two (2) times the sum of (i) the executive’s base salary and (ii) the greater of (A) the executive's target bonus or (B) the executive’s Highest Annual Bonus; •a pro-rated amount of the executive's Highest Annual Bonus for the fiscal year in which the termination date occurs, less any bonus previously paid; •any earned but unpaid annual bonus for prior years; •any unvested equity awards will be accelerated and become vested, with any performance-based vesting conditions deemed achieved at the greater of target performance levels and the actual performance levels as of the date of the change in control; •continuation of benefits under COBRA for two (2) years following the executive’s termination date; •an amount equal to the total amount the executive would have received under the Company's 401(k) plan as a Company "matching" contribution (assuming maximum employee contributions) for a period of two (2) years following the termination date; and

  145. Potential Payments Upon Termination or Change in Control

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  146. Potential Payments Upon Termination or Change in Control

    | TABLE OF CONTENTS | EXECUTIVE COMPENSATION TABLES |

  147. Potential Payments Upon Termination or Change in Control

    The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO under Nextracker’s compensation and benefit plans in the event of a change in control or upon a qualifying termination of employment (i.e., involuntary termination without cause or resignation for good reason) or the applicable NEO’s death or disability. It is assumed for purposes of the following table that the LTIP is not assumed by the successor company in connection with the change in control. Additionally, calculations for the applicable tables further assume that the triggering event took place on March 31, 2025, the last business day of Nextracker’s FY25, and are based on the closing price per share of Nextracker’s Class A Common Stock on March 31, 2025, which was $42.14. All unearned performance awards are reflected at the target level of performance.

  148. Potential Payments Upon Termination or Change in Control

    | Name | Termination without cause by Nextracker or for good reason in connection with a change in control, or by death or disability within 6 months prior and 24 months after a change in control ($) | Termination without cause by Nextracker or for good reason not in connection with a change in control ($) | Death & Disability ($) | | Daniel Shugar | | | | | Base and Bonus | 3,272,624 | 3,272,624 | — | | Vesting of Stock Options | 8,181,258 | 8,682,171 | 6,323,292 | | Vesting of RSUs | 12,114,829 | 9,851,742 | 5,745,477 | | Vesting of PSUs | 17,283,637 | 11,625,920 | 16,185,637 | | Cobra Payment | 43,082 | 43,082 | — | | Outplacement Services | 20,000 | 20,000 | — | | Total | 40,915,430 | 33,495,539 | 28,254,406 | | Howard Wenger | | | | | Base and Bonus | 1,728,716 | 1,223,716 | — | | Vesting of Stock Options | 4,953,973 | — | 3,878,014 | | Vesting of RSUs | 6,461,832 | 3,196,867 | 5,273,737 | | Vesting of PSUs | 9,502,275 | 6,673,417 | 9,437,464 | | Cobra Payment | 296 | 148 | — | | Outplacement Services | 15,000 | 15,000 | — | | Total | 22,662,092 | 11,109,148 | 18,589,215 | | Charles Boynton | | | | | Base and Bonus | 2,006,954 | 1,406,954 | — | | Vesting of Stock Options | — | — | — | | Vesting of RSUs | 8,710,380 | 2,791,859 | 2,613,114 | | Vesting of PSUs | 2,750,646 | — | 916,882 | | Cobra Payment | 61,570 | 30,785 | — | | Outplacement Services | 15,000 | 15,000 | — | | Total | 13,544,550 | 4,244,598 | 3,529,996 | | Bruce Ledesma | | | | | Base and Bonus | 1,728,716 | 1,223,716 | — | | Vesting of Stock Options | 5,158,853 | — | 3,931,114 | | Vesting of RSUs | 4,769,447 | 2,592,748 | 4,669,651 |

  149. Potential Payments Upon Termination or Change in Control

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  150. Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION TABLES | TABLE OF CONTENTS |

  151. Potential Payments Upon Termination or Change in Control

    | Name | Termination without cause by Nextracker or for good reason in connection with a change in control, or by death or disability within 6 months prior and 24 months after a change in control ($) | Termination without cause by Nextracker or for good reason not in connection with a change in control ($) | Death & Disability ($) | | Vesting of PSUs | 7,488,657 | 3,461,506 | 8,409,374 | | Cobra Payment | 74,710 | 37,355 | — | | Outplacement Services | 15,000 | 15,000 | — | | Total | 19,235,383 | 7,330,325 | 17,010,139 | | Nicholas (Marco) Miller | | | | | Base and Bonus | 1,298,120 | 898,120 | — | | Vesting of Stock Options | 2,710,367 | — | 2,092,301 | | Vesting of RSUs | 3,634,701 | 1,754,667 | 2,868,377 | | Vesting of PSUs | 5,230,164 | 3,462,138 | 6,780,790 | | Cobra Payment | 61,570 | 30,785 | — | | Outplacement Services | 15,000 | 15,000 | — | | Total | 12,949,922 | 6,160,710 | 11,741,468 | | David Bennett | | | | | Base and Bonus | 1,525,291 | 1,055,291 | — | | Vesting of Stock Options | 2,630,620 | — | 1,963,470 | | Vesting of RSUs | 3,232,981 | 1,667,269 | 2,645,524 | | Vesting of PSUs | 5,014,154 | 4,306,961 | 6,376,161 | | Cobra Payment | 61,570 | 30,785 | — | | Outplacement Services | 15,000 | 15,000 | — | | Total | 12,479,616 | 7,075,306 | 10,985,155 |

  152. Equity Compensation Plan Information

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  153. Relationship Between Financial Measures and Compensation Actually Paid

    Relationship Between Financial Measures and Compensation Actually Paid The SEC’s rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align CAP to the NEOs to a company’s performance. The table above represents the unranked list of the “most important” financial measures the Company used to align CAP to our NEOs for FY25 to the Company’s performance. For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in FY25, see “Compensation Discussion and Analysis.”

  154. Relationship Between Financial Measures and Compensation Actually Paid

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  155. Relationship Between Financial Measures and Compensation Actually Paid

    | PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |

  156. Compensation Actually Paid Versus TSR Versus Peer Group TSR

    Compensation Actually Paid Versus TSR Versus Peer Group TSR The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our cumulative TSR and the cumulative TSR of our peer group over the covered fiscal years. For additional details regarding how TSR was utilized under our FY25 LTIP to link pay with performance, please refer to Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation—Long-Term Incentive Plan of this Proxy Statement.

  157. Compensation Actually Paid Versus Net Income

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

  158. Compensation Actually Paid Versus Net Income

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  159. Compensation Actually Paid Versus Net Income

    | TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |

  160. Compensation Actually Paid Versus Revenue

    Compensation Actually Paid Versus Revenue The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our revenue over the covered fiscal years. For additional details regarding how revenue was utilized under our FY25 compensation program to link pay with performance, please refer to Compensation Discussion and Analysis—Compensation—Setting Process and FY25 Executive Compensation of this Proxy Statement.

  161. Compensation Actually Paid Versus Revenue

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  162. Compensation Actually Paid Versus Revenue

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K (collectively, the “Pay Ratio Rule”), we are providing information about the relationship of the total annual compensation of Mr. Shugar, our CEO, to the total annual compensation of our median employee. The Company believes that the pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As of March 31, 2025, our last completed fiscal year: •We have estimated that the total annual compensation of our median employee (other than our CEO) was $69,530; and •The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $20,097,412. Based on this information, for FY25, the ratio of the total annual compensation for Mr. Shugar, our CEO, to the total annual compensation of our median employee was 289 to 1.

  163. Determination of Annual Total Compensation of our Median Employee and our CEO

    | DIRECTOR COMPENSATION PROGRAM | TABLE OF CONTENTS |

  164. Director Summary Compensation in FY25

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation ($) | Total ($) | | Julie Blunden | 90,000 | 150,000 | 0 | 240,000 | | Jeffrey Guldner | 55,377 | 177,049 | 0 | 232,426 | | Willy Shih | 102,500 | 150,000 | 0 | 252,500 | | Brandi Thomas | 102,500 | 150,000 | 0 | 252,500 | | William (Bill) Watkins | 130,000 | 200,000 | 0 | 330,000 |

  165. Director Summary Compensation in FY25

    (1)Mr. Guldner joined our Board on June 14, 2024 and his initial RSU award was pro-rated through the date of the 2024 Annual Meeting. Ms. Karuturi and Mr. Menezes joined the Board after the conclusion of FY25 and did not receive any compensation in FY25. (2)This column represents the amount of cash compensation earned in FY25 for service on our Board and committees. Such amounts were prorated for Mr. Guldner based on his respective start date. (3)This column represents the grant date fair value of RSU awards granted in FY25 in accordance with FASB ASC Topic 718. The grant date fair value of RSU awards reflects the grant date fair value as determined on the date of grant, the grant date of such awards, in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating the amounts reflected in this column in respect of the RSU awards, see Note 7 in the notes to our consolidated financial statements, “Stock-based compensation,” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. As of March 31, 2025, the number of non-employee director unvested RSUs held by each of Ms. Blunden, Mr. Guldner, Mr. Shih, Ms. Thomas and Mr. Watkins was 3,723, 3,723, 3,723, 3,723 and 4,965, respectively.

  166. Director Summary Compensation in FY25

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  167. Director Summary Compensation in FY25

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to us regarding the beneficial ownership of our Class A common stock as of June 5, 2025 by: •each person or group who is known by us to beneficially own 5% or more of our outstanding shares of our Class A common stock (including any securities convertible or exchangeable within 60 days into Class A common stock, as applicable); •each of our current NEOs and directors individually; and •all of our current executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power as well as any shares that the person or entity has the right to acquire within 60 days of June 5, 2025, through the exercise or vesting of any option, warrant or other right. In computing the percentage beneficial ownership of a person, Class A common stock not outstanding and subject to options, warrants or other rights held by that person that are currently exercisable or vesting or exercisable or vesting within 60 days of June 5, 2025 are deemed outstanding for purposes of calculating the percentage ownership of that person, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person or entity named in the table below has sole voting and investment power with respect to all shares of Class A common stock that he, she or it beneficially owns, subject to applicable community property laws. As of June 5, 2025, there were no holders of our Class B common stock.

  168. Director Summary Compensation in FY25

    | | Class A common stock beneficially owned (on a fully exchanged and converted basis) | | | Name and address of beneficial owner | Number (#) | Percentage of Total Voting Power (%) | | Five Percent Holders | | | | BlackRock, Inc. (1) | 20,403,744 | 13.80 | | The Vanguard Group (2) | 13,600,362 | 9.20 | | PRIMECAP Management Company (3) | 7,844,407 | 5.31 | | Directors and Named Executive Officers | | | | Daniel Shugar (4) | 369,418 | * | | Howard Wenger (5) | 147,703 | * | | David Bennett (6) | 74,647 | * | | Nicholas (Marco) Miller (7) | 88,385 | * | | Willy Shih (8) | 46,264 | * | | Charles Boynton | 33,020 | * | | William Watkins (9) | 32,126 | * | | Bruce Ledesma (10) | 19,392 | * | | Brandi Thomas (8) | 8,895 | * | | Julie Blunden (8) | 6,012 | — |

  169. Director Summary Compensation in FY25

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  170. Director Summary Compensation in FY25

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | TABLE OF CONTENTS |

  171. Director Summary Compensation in FY25

    | | Class A common stock beneficially owned (on a fully exchanged and converted basis) | | | Name and address of beneficial owner | Number (#) | Percentage of Total Voting Power (%) | | Jeffrey Guldner (8) | 4,169 | — | | Jonathan Coslet | — | — | | Monica Karuturi | — | — | | Steven Mandel | — | — | | Mark Menezes | — | — | | All directors and executive officers as a group (15 persons) | 830,031 | * |

  172. Director Summary Compensation in FY25

    * Indicates beneficial ownership of less than 1% of the outstanding shares of our Class A common stock. (1)Based on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on May 12, 2025. Of the shares of Class A common stock beneficially owned, BlackRock, Inc. reported that, as of May 12, 2025, it had sole voting power with respect to 20,403,744 shares. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, NY 10001. (2)Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on November 12, 2024. Of the shares of Class A common stock beneficially owned, The Vanguard Group reported that, as of November 12, 2024, it had sole voting power with respect to 13,600,362 shares. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, PA 19355. (3)Based on information reported by PRIMECAP Management Company on Schedule 13G filed with the SEC on November 11, 2024. Of the shares of Class A common stock beneficially owned, PRIMECAP Management Company reported that, as of November 11, 2024, it had sole voting power with respect to 7,475,943 shares. PRIMECAP Management Company listed its address as 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105. (4)Consists of (i) 42,874 shares of Class A common stock underlying RSUs held by Mr. Shugar that are releasable within 60 days of June 5, 2025; and (ii) 173,168 shares of Class A common stock held of record by Mr. Shugar and his wife, as trustees of the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007. Mr. Shugar has shared voting power and shared dispositive power with respect to the shares held of record by Mr. Shugar and his wife, as trustees of the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007. (5)Consists of 22,866 shares of Class A common stock underlying RSUs held by Mr. Wenger that are releasable within 60 days of June 5, 2025. (6)Consists of 20,469 shares of Class A common stock underlying RSUs held by Mr. Bennett that are releasable within 60 days of June 5, 2025. (7)Consists of 11,433 shares of Class A common stock underlying RSUs held by Mr. Miller that are releasable within 60 days of June 5, 2025. (8)Does not include 3,723 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. (9)Does not include 4,965 shares underlying RSUs that vest on the business day immediately preceding the date of the Annual Meeting. (10)Consists of 16,376 shares of Class A common stock underlying RSUs held by Mr. Ledesma that are releasable within 60 days of June 5, 2024.

  173. Executive Officer and Director Compensation Arrangements

    Executive Officer and Director Compensation Arrangements See “Compensation Discussion and Analysis” for information regarding compensation arrangements with our executive officers and directors, which include, among other things, employment, termination of employment and change in control arrangements, stock awards, stock options and certain other benefits.