As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years for our principal executive officer (“PEO”) and our NEOs other than our PEO (“Non-PEO NEOs”). In determining the “compensation actually paid” to our Non-PEO NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023, 2022, 2021 and 2020 calendar years. Note that for our Non-PEO NEOs, compensation is reported as an average.
| • | In 2024, the Non-PEO NEOs were Messrs. Wood, Manning, Collins, and Zhu |
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| • | In 2023, the Non-PEO NEOs were Messrs. Wood, Nipul Patel, Collins, Manning, and Tyson Hottinger. |
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| • | In 2022, the Non-PEO NEOs were Messrs. Patel, Collins, Hottinger, and Travis Rose. |
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| • | In 2021, the Non-PEO NEOs were Messrs. Patel, Hottinger, Jeff Krantz and Ken Stacherski. |
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| • | In 2020, the Non-PEO NEOs were Mr. Krantz and Ms. Charlotte MacVane. |
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| YEAR · SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) · COMPENSATION ACTUALLY PAID TO PEO(3)($)(2) · AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(2) ($) · AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEO($)(2) · VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: · NET INCOME ($ IN THOUSANDS)(5) · REVENUE ($ IN THOUSANDS)(5) |
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| FUSARO · HOSTETLER · FUSARO · HOSTETLER · ARRAY TOTAL SHAREHOLDER RETURN ($)(3) · PEER GROUP TOTAL RETURN ($)(4) |
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| 2024 | — | 8,862,712 | — | (1,262,681) | 1,977,334 | 1,101,333 | 16.57 | 29.84 | (240,394) | 915,807 |
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| 2023 | — | 5,716,945 | — | 5,147,609 | 1,372,133 | 1,248,586 | 46.09 | 68.53 | 85,546 | 1,576,551 |
| 2022 | 2,148,071 | 5,772,123 | 3,036,259 | 7,256,684 | 1,214,022 | 1,692,131 | 53.03 | 149.18 | 4,432 | 1,637,546 |
| 2021 | 4,271,575 | — | 570,878 | — | 1,414,459 | 557,975 | 43.05 | 120.45 | (50,403) | 853,318 |
| 2020 | 3,107,811 | — | 4,395,744 | — | — | — | 118.35 | 130.89 | 59,073 | 872,662 |
| 1. | Mr. Fusaro served as our PEO during 2021, and he resigned from the Company on April 18, 2022. On that same date, Mr. Hostetler was appointed as our PEO and continues to serve in such capacity. |
| 2. | In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Hostetler’s total compensation for each year as reported in the Summary Compensation Table to determine the compensation actually paid. The valuation assumptions used to calculate the fair values of RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, determined using a Monte-Carlo model for each award on the date of grant and based on the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Human Capital Committee as of the applicable vesting date). Otherwise, the valuation assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. |
| Total Compensation as reported in Summary Compensation Table (SCT) | 8,862,712 |
| Fair value of equity awards granted during fiscal year | 6,988,247 |
| Fair value of equity compensation granted in current year—value at end of year-end | 3,337,594 |
| Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (386,884) |
| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (6,087,856) |
| Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — |
| Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — |
| Compensation Actually Paid to PEO | (1,262,681) |
| ARRAY TECHNOLOGIES | 49 | 2025 PROXY STATEMENT |
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In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the Non-PEO NEOs’ average total compensation for each year to determine the compensation actually paid. The equity award adjustments for each applicable year include the same methodology described above for Mr. Hostetler.
| NON-PEO NEOs | 2024 |
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| Total Compensation as reported in Summary Compensation Table (SCT) | 1,977,334 |
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| Fair value of equity awards granted during fiscal year | 1,162,926 |
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| Fair value of equity compensation granted in current year—value at end of year-end | 506,238 |
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| Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (23,752) |
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| Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (313,699) |
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| Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — |
| Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | 118,138 |
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| Compensation Actually Paid to Non-PEO NEOs | 1,101,333 |
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| 3. | The values disclosed in this column represent the measurement period value of an investment of $100 in our common stock as of October 15, 2020, the first date on which our common stock traded on the Nasdaq Global Market, and then valued again on each of December 31, 2024, 2023, 2022, 2021 and 2020. |
| 4. | Represents the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the customized peer group used by the Company for purposes of Item 201(e) of Regulation S-K (Enphase Energy, Solaredge Technologies, Shoals Technologies Group and FTC Solar). |
| 5. | Represents Net Income and Revenue as disclosed in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, as applicable. |
