TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
ARRAY TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

TABLE OF CONTENTS


Array Technologies, Inc.
3901 Midway Place NE
Albuquerque, NM 87109
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
The 2022 Annual Meeting of Stockholders of Array Technologies, Inc. (the “Company” or “Array”) will be held on May 24, 2022, at 10:00 a.m. Pacific Daylight Time, in a virtual meeting format (the “Annual Meeting”) at https://virtualshareholdermeeting.com/ARRY2022 for the purpose of considering the following company-sponsored proposals:
1.
Election of Paulo Almirante, Ron Corio and Jayanthi Iyengar as Class II directors, each for a three-year term.
2.
Ratification of the Company’s selection of BDO USA, LLP (“BDO”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.
3.
Approval of the Array Technologies, Inc. Employee Stock Purchase Plan.
4.
Advisory vote on the frequency of submission to stockholders of an advisory vote regarding executive compensation.
We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.
Our Board of Directors recommends that you vote:
1.
“for” each of the nominees for Class II director (Proposal No. 1);
2.
“for” ratification of the proposed independent registered public accounting firm (Proposal No. 2);
3.
“for” approval of the Array Technologies, Inc. Employee Stock Purchase Plan (Proposal No. 3); and
4.
“for” approval of an annual frequency of holding future advisory votes to approve named executive compensation (Proposal No. 4).
Each outstanding share of the Company’s common stock (Nasdaq: ARRY) entitles the holder of record at the close of business on March 29, 2022, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the meeting online and submit your questions during the meeting by visiting https://virtualshareholdermeeting.com/ARRY2022. You will also be able to vote your shares electronically at the meeting. Details regarding how to attend the meeting online are more fully described in the Important Notice Regarding the Availability of Proxy Materials and proxy statement.
Whether or not you expect to attend the meeting, we urge you to vote your shares by following the instructions in the Important Notice Regarding the Availability of Proxy Materials that you received by mail on or about April 8, 2022 and submit your proxy by Internet, by telephone or by signing, dating and returning the proxy card included in these materials in order to ensure the presence of a quorum. If you choose to virtually attend the Annual Meeting, you may still vote your shares in real time, even if you have previously voted or returned your proxy by any of the methods described in our proxy statement. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.

TABLE OF CONTENTS

All stockholders are extended a cordial invitation to attend the meeting.
 
By Order of the Board of Directors
 
 
 

 
 
 
Jim Fusaro
Chief Executive Officer and Director
 
April 8, 2022


TABLE OF CONTENTS

Array Technologies, Inc.
3901 Midway Place NE
Albuquerque, NM 87109
PROXY STATEMENT FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, May 24, 2022 at 10:00 a.m. Pacific Daylight Time
This proxy statement, along with the accompanying Notice of 2022 Annual Meeting of Stockholders, contains information about the 2022 Annual Meeting of Stockholders of Array Technologies, Inc., which we refer to as the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting in a virtual meeting format at 10:00 a.m. Pacific Daylight Time, at https://virtualshareholdermeeting.com/ARRY2022.
In this proxy statement, we refer to Array Technologies, Inc. as “Array,” the “Company,” “we” and “us.”
This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.
On or about the date hereof, we are making available this proxy statement and the attached Notice of 2022 Annual Meeting of Stockholders to all stockholders entitled to vote at the Annual Meeting, and we are mailing the proxy card and the Important Notice Regarding the Availability of Proxy Materials (the “Notice of Proxy Materials”) to all stockholders entitled to vote at the Annual Meeting. Although not part of this proxy statement, we have also made available with this proxy statement our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), which includes our financial statements for the fiscal year ended December 31, 2021.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 24, 2022
This proxy statement and our Annual Report are available for viewing, printing and downloading at www.investorvote.com/ARRY. To view these materials, please have your 16-digit control number(s) available that appears on your proxy card.
Additionally, you can find a copy of our Annual Report on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “Financial Information” tab of the “Investors” section of our website at www.arraytechinc.com. You may also obtain a printed copy of our Annual Report, free of charge, by sending a written request to: Array Technologies, Inc., 3901 Midway Place NE, Albuquerque, NM 87109, Attention: Secretary. Exhibits, if any, will be provided upon written request and payment of an appropriate processing fee.
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why is the Company soliciting my proxy?
The Board of Directors of Array Technologies, Inc. (the “Board”) is soliciting your proxy to vote at the 2022 Annual Meeting of Stockholders to be held at 10:00 a.m. Pacific Daylight Time on May 24, 2022, in a virtual meeting format at https://virtualshareholdermeeting.com/ARRY2022 and any adjournments of the meeting, which we refer to as the Annual Meeting. The proxy statement along with the accompanying Notice of 2022 Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.
We have made available to you on the Internet or have sent you this proxy statement, the Notice of 2022 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 because you owned shares of Array Technologies, Inc. common stock on the record date.
When were this proxy statement and the accompanying materials sent to stockholders?
On or about the date hereof, we are mailing the Notice of Proxy Materials to all stockholders entitled to vote at the Annual Meeting.
1

TABLE OF CONTENTS

When is the record date for the Annual Meeting?
Our Board has fixed the record date for the Annual Meeting as of the close of business on March 29, 2022. Only stockholders who owned our common stock at the close of business on March 29, 2022 are entitled to vote at the Annual Meeting.
How many votes can be cast by all stockholders?
A total of 150,173,507 shares of common stock of the Company were outstanding on March 29, 2022 and are entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.
How can I attend the Annual Meeting with the ability to ask a question and/or vote?
To participate in the Annual Meeting, stockholders as of the record date, or their duly appointed proxies, will need to follow the instructions on their Notice, proxy card, or on the instructions that accompanied their proxy materials. We encourage you to access the meeting 10 minutes before the start time of 10:00 a.m., Pacific Time, on May 24, 2022. Please allow ample time for online check-in, which will begin at 9:30 a.m., Pacific Time, on May 24, 2022. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log in page.
We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting https://virtualshareholdermeeting.com/ARRY2022. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit inappropriate language or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
How do I vote?
If you are a stockholder of record and your shares are registered directly in your name, you may vote:
By Internet. You may vote by proxy via the Internet at https://virtualshareholdermeeting.com/ARRY2022 by following the instructions provided on the Notice of Proxy Materials or the proxy card.
By Telephone. If you live in the United States or Canada, you may vote by proxy by calling toll-free 1-800-690-6903 and by following the instructions provided on the proxy card. You must have the 16-digit control number that is on either the Notice of Proxy Materials or the proxy card when voting.
By Mail. Complete and mail your proxy card in the postage prepaid envelope you receive, and return the proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted as recommended by our Board and according to the discretion of the proxy holder named in the proxy card upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof.
At the Virtual Meeting. The meeting will be held entirely online. To participate in the meeting, you will need the 16-digit control number included in your Notice of Proxy Materials or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly at 10:00 a.m. Pacific Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. Pacific Daylight Time, and you should allow ample time for the check-in procedures.
If your shares of common stock are held in street name (held for your account by a broker or other nominee):
By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by Internet or telephone.
By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares.
2

TABLE OF CONTENTS

What if I have trouble accessing the Annual Meeting virtually?
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it.
What are the Board’s recommendations on how to vote my shares?
Our Board recommends a vote:
Proposal 1:
FOR election of Paulo Almirante, Ron Corio and Jayanthi Iyengar as Class II directors.
Proposal 2:
FOR ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.
Proposal 3:
FOR approval of the Array Technologies, Inc. Employee Stock Purchase Plan.
Proposal 4:
FOR approval of an annual frequency of holding future advisory votes to approve named executive compensation.
Who pays the cost for soliciting proxies?
Array will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. This cost also includes support for the hosting of the virtual Annual Meeting. Array may solicit proxies by mail, personal interview, telephone or via the Internet through its officers, directors and other management employees, who will receive no additional compensation for their services.
Can I change my vote?
You may revoke your proxy at any time before it is voted by notifying the Secretary in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility, or by attending and voting live at the virtual meeting. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.
How is a quorum reached?
The presence, virtually online or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, withheld votes and “broker non-votes” (i.e., shares represented at the meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all issues, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.
What vote is required to approve each item?
Proposal 1: Election of Directors
Elections of directors shall be determined by a plurality of the votes cast in respect of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors, and the director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number of directors to be elected) will be elected. With respect to each nominee, stockholders have the option to vote “FOR” or “WITHOLD.” Abstentions and withheld votes, if any, will not affect the outcome of the vote on this proposal. Proposal 1 is a non-routine matter. Therefore, brokerage firms do not have
3

TABLE OF CONTENTS

 
authority to vote customer’s unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a “broker non-vote.” Such broker non-votes will have no effect on the results of this vote.
 
 
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
For the ratification of the selection of our independent registered public accounting firm for our 2022 fiscal year, the votes cast FOR must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the results of this vote. Proposal 2 is a routine matter. Therefore, brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, the Audit Committee of the Board will reconsider its selection.
 
 
Proposal 3: Approval of the Array Technologies, Inc. Employee Stock Purchase Plan
For the approval of the Array Technologies, Inc. Employee Stock Purchase Plan, the votes cast FOR must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the results of this vote. Proposal 3 is a non-routine matter. Therefore, brokerage firms do not have authority to vote customer’s unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a “broker non-vote.” Such broker non-votes will have no effect on the results of this vote.
 
 
Proposal 4: Advisory Vote on the Frequency of Holding the Advisory Vote to Approve Named Executive Officer Compensation
For the approval of the annual frequency of holding future advisory votes to approve named executive officer compensation, the votes cast FOR must exceed the votes cast AGAINST. Only FOR and AGAINST votes will affect the outcome. Abstentions will have no effect on the results of this vote. Proposal 4 is a non-routine matter. Therefore, brokerage firms do not have authority to vote customer’s unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a customer will be treated as a “broker non-vote.” Such broker non-votes will have no effect on the results of this vote.
If there are insufficient votes to approve these proposals, your proxy may be voted by the persons named in the proxy card to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal(s). If the Annual Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy.
Could other matters be decided at the Annual Meeting?
We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.
4

TABLE OF CONTENTS

What happens if the meeting is postponed or adjourned?
Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.
What does it mean if I receive more than one proxy card or voting instruction form?
It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page.
Who should I call if I have any additional questions?
If you hold your shares directly, please call the Secretary of the Company at (505) 881-7567. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.
Electronic Delivery of Company Stockholder Communications
Most stockholders can elect to view future proxy materials and annual reports over the Internet instead of receiving paper copies in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided when you vote over the Internet.
5

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 2022 (unless otherwise specified), with respect to the beneficial ownership of our common stock by each person who is known to own beneficially more than 5% of the outstanding shares of common stock, each person currently serving as a director, each nominee for director, each Named Executive Officer (as set forth in the Summary Compensation Table below), and all directors and executive officers as a group.
Shares of common stock subject to options, restricted stock units or other rights to purchase which are now exercisable or are exercisable within 60 days after March 31, 2022 are to be considered outstanding for purposes of computing the percentage ownership of the persons holding these options or other rights but are not to be considered outstanding for the purpose of computing the percentage ownership of any other person. As of March 31, 2022, there were 150,173,507 shares of common stock outstanding. Unless otherwise indicated, the address for each beneficial owner is c/o Array Technologies, Inc., 3901 Midway Place NE, Albuquerque, NM 87109.
Name and address of beneficial owner
Number of
shares beneficially
owned(1)
Percentage of
shares beneficially
owned
5% or greater stockholders:
 
 
Blackrock, Inc.(2)
12,892,595
7.91
The Vanguard Group(3)
11,586,624
7.16
FMR LLC and affiliates(4)
10,455,181
6.51
BCP Helios Aggregator L.P.(5)
8,973,414
5.64
Directors and Named Executive Officers:
 
 
Jim Fusaro
285,143
*
Jeffrey Krantz
126,205
*
Tyson Hottinger
90,489
*
Kenneth Stacherski
105,434
*
Nipul Patel
104,069
*
Paulo Almirante
Troy Alstead
13,548
*
Orlando D. Ashford
13,548
*
Ron Corio
9,003
*
Brad Forth
90,235
*
Jayanthi Iyengar
13,022
 
Bilal Khan
Gerrard Schmid
10,200
*
All executive officers and directors as a group (13 individuals)
627,346
*
*
Represents beneficial ownership of less than one percent of our outstanding common stock.
(1)
For listed executive officers and directors, represents any shares of our common stock beneficially held by them and any restricted stock units granted to them, but excluding any performance stock units granted to them.
(2)
This information is based solely on a Schedule 13G filed by Blackrock, Inc. (“Blackrock”) on February 7, 2022, reporting ownership as of December 31, 2021. According to this Schedule 13G, Blackrock exercises sole voting power over 12,696,785 shares of our common stock and sole dispositive power over 12,892,595 shares of our common stock. The address of Blackrock is 55 East 52nd Street, New York, New York 10055.
(3)
This information is based solely on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 9, 2022, reporting ownership as of December 31, 2021. According to this Schedule 13G/A, Vanguard exercises shared voting power over 131,631 shares of our common stock, sole dispositive power over 11,351,188 shares of our common stock and shared dispositive power over 235,436 shares of our common stock. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(4)
This information is based solely on a Schedule 13G/A filed jointly by FMR LLC (“FMR”) and Abigail P. Johnson on February 10, 2022, reporting ownership as of December 31, 2021. According to this Schedule 13G/A, Ms. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be
6

TABLE OF CONTENTS

deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. FMR exercises sole voting authority over 1,646,967 shares of our common stock, and FMR and Ms. Johnson each exercise sole dispositive authority over 10,455,181,203 shares of our common stock. The address of FMR and Ms. Johnson is 245 Summer Street, Boston, Massachusetts 02210.
(5)
This information is based solely on a Schedule 13D filed jointly by BCP Helios Aggregator L.P. and certain of its affiliated funds (collectively, the “Blackstone Entities”) on January 7, 2022, reporting ownership as of the date thereof. BCP Helios Aggregator L.P. is managed by BCP 8/BEP 3 Holdings Manager L.L.C., its general partner. Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Energy Family Investment Partnership III - ESC L.P. is the general partner of BEFIP III – ESC Helios Holdco L.P. BEP III Side-by-Side GP L.L.C. is the general partner of Blackstone Energy Family Investment Partnership III - ESC L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. and the sole member of BEP III Side-by-Side GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities (other than each of the Blackstone Entities to the extent they directly hold securities reported herein) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Entities directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. The address of Mr. Schwarzman and each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.
7

TABLE OF CONTENTS

MANAGEMENT AND CORPORATE GOVERNANCE
BOARD COMPOSITION AND STRUCTURE
Our certificate of incorporation states that the number of directors serving on our Board shall be fixed by a resolution of the Board. Each director holds office until his or her successor is duly elected and qualified or until his or her death, resignation, retirement, disqualification or removal. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least 6623% of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy in the Board, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office.
Our certificate of incorporation provides that the Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our restated certificate of incorporation and bylaws, our Class I directors will serve until the 2024 annual meeting of stockholders, our Class II directors who are re-elected at the 2022 annual meeting of stockholders will serve until the 2025 annual meeting of stockholders and our Class III directors will serve until the 2023 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board among the three classes.
On April 5, the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022. The Board thanks Mr. Fusaro for his commitment and service to the Company. In connection with Mr. Fusaro’s termination, the Company intends to appoint Kevin Hostetler as a member of the Board, effective April 18, 2022.
The Board is currently comprised of eight members. Below is a list of the names, classifications and ages, as of March 31, 2022, of the individuals who currently serve on our Board.
Name
Age
Position
Troy Alstead
58
Director (Class I)
Orlando D. Ashford
52
Director (Class I)
Bilal Khan
41
Director (Class I)
Paulo Almirante
57
Director (Class II)
Ron P. Corio
60
Director (Class II)
Jayanthi Iyengar
60
Director (Class II)
Brad Forth
57
Director (Class III); Chairman
Jim Fusaro
59
Director (Class III); Chief Executive Officer
Gerrard Schmid
53
Director (Class III)
DIRECTOR BIOGRAPHIES
Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to the Board’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director.
CLASS II DIRECTOR NOMINEES
Paulo Almirante has more than 25 years of experience in the energy business, working in various positions in the development, construction and management of wind, hydro, solar, coal and gas assets. Mr. Almirante has served as the Chief Operating Officer for the Engie Group since July 2018 and was appointed Senior Executive Vice President in charge of Renewables, Nuclear and Energy Management and Trading in February of 2021. Mr. Almirante served as Executive Vice President of the Engie Group and member of the Executive Committee responsible for the Brazil, Middle East, South and Central Asia and Turkey; North, South and Eastern Europe; and General Europe Business Units from May 2016 until May 2019. Mr. Almirante was also responsible for the Group Corporate Societal and Environmental Responsibility Department of Engie Group until May 2019. From January 2016 to April 2018, Mr. Almirante was the Chief Executive Officer of Generation Europe for the Engie
8

TABLE OF CONTENTS

Group. Mr. Almirante started working in 1991 for EDP in Portugal moving to National Power in the UK in 1996. As of 2000, he became Director of various companies in Portugal and Spain and from 2005 to 2013 he was the International Power Regional Director for Iberia. In 2011, Mr. Almirante was also appointed Chief Operating Officer for GDF Suez Latin America based in Brazil and from 2013 to 2015 he was President of Energy Europe Portugal and Chief Executive Officer of TrustEnergy. Mr. Almirante holds an MSc in Mechanical Engineering from IST – Technical University of Lisbon, a Diploma in Management Studies from the Catholic University of Lisbon and undertook the Global Leadership Development Program at London Business School. Mr. Almirante was a member of the Advisory Committee of the Portuguese Energy Regulator and the Vice-President of the Portuguese Association of Electricity Industry. Mr. Almirante was nominated to serve on our Board because of his extensive expertise in the energy industry, particularly in international markets.
Ron P. Corio founded Array Technologies in 1989. Mr. Corio served as Chief Executive Officer and Chief Technical Officer of the Company from January 1989 to June 2018. Mr. Corio is also the inventor of 13 patents. Mr. Corio was nominated to serve on our Board because of his extensive solar energy experience, technical expertise and long history with the Company.
Jayanthi (Jay) Iyengar currently serves as Executive Vice President and Chief Technology and Strategic Sourcing Officer for the Oshkosh Corporation, a position she has held since January 2022. Ms. Iyengar has over 30 years of international technology experience in the automotive, aerospace and advanced water technology fields, much of which she gained through roles of increasing importance with Fiat Chrysler Automobiles, Eaton Aerospace and Xylem Inc. After starting her career in product development for Delphi/General Motors in 1988, Ms. Iyengar joined Chrysler in 1997 as a Powertrain Systems Engineer. This was followed by a series of roles of increasing importance in its powertrain division, and in 2005 she was named Senior Manager and Chief Engineer of Fiat Chrysler Automobiles’ (“FCA”) Hybrid Development Center. From 2009 to 2012 Ms. Iyengar served as Global Director, Electrified Powertrains for FCA. In 2012 she joined Eaton Aerospace as Group Vice President Engineering and Technology, and from June 2015 to November 2019 she was the Senior Vice President, Chief Innovation and Technology Officer of Xylem Inc., a leading water technology company. Jay Iyengar holds a bachelor’s degree in Mechanical Engineering from Mysore University, Karnataka, India, a master’s degree MTech in Mechanical Engineering from the Indian Institute of Technology, Mumbai, India, as well as a Master of Science in Mechanical Engineering from Wayne State University, Michigan, USA. She has also served on the board of the Institute of Electrical & Electronics Engineers (“IEEE”) Vehicular Technology Society and is a current board member of Engineering Tomorrow, a non-profit focused on promoting STEM education for underprivileged minority high school students. Ms. Iyengar was nominated to serve on our Board because of her expertise in the areas of technology and engineering.
CURRENT DIRECTORS NOT STANDING FOR ELECTION AT THE ANNUAL MEETING
Troy Alstead is the founder of Ocean5 and Table 47, concepts opened in 2017 for dining, entertainment and events. In February 2016, Mr. Alstead retired from Starbucks Corporation, an American coffee company and coffeehouse chain, after 24 years with the company, having most recently served as Chief Operating Officer. Mr. Alstead served as Chief Operating Officer beginning in 2014. From 2008 to 2014, Mr. Alstead served as that company’s Chief Financial Officer and Chief Administrative Officer. Additionally, Mr. Alstead served as Group President from 2013 until his promotion to Chief Operating Officer. Mr. Alstead joined Starbucks in 1992 and over the years served in a number of operational, general management, and finance roles. Mr. Alstead spent a decade in Starbucks’ international business, including roles as Senior Leader of Starbucks International, President Europe/Middle East/Africa headquartered in Amsterdam, and Chief Operating Officer of Starbucks Greater China, headquartered in Shanghai. Mr. Alstead is also a member of the board of directors of Levi Strauss & Co., Harley-Davidson, Inc., and OYO Global, and he serves on the advisory council of EarthLab, an initiative of the College of the Environment at the University of Washington. Mr. Alstead earned a B.A. in business administration from the University of Washington. Because of his expertise in the areas of finance and operations, Mr. Alstead is well qualified to serve on our Board.
Orlando D. Ashford has served as Executive Chairman of Azamara Cruises since March 2021. Prior to joining Azamara, Mr. Ashford served as President of the Holland America Line Inc. at Carnival plc from December 2014 until June 2020. Mr. Ashford oversaw Holland America Line’s sales and marketing, revenue management deployment and itinerary planning, public relations, hotel operations and strategy. Between 2012 and 2014, Mr. Ashford was the President of the Talent business segment at Mercer LLC and Mercer Inc., a global consulting leader and subsidiary of Marsh & McLennan Companies. From 2008 to 2012, Mr. Ashford was
9

TABLE OF CONTENTS

the Senior Vice President, Chief Human Resources and Communications Officer for Marsh & McLennan Companies, Inc. Prior to joining Marsh & McLennan Companies, Inc. in 2008, Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. Mr. Ashford has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford serves on the board of directors for the Perrigo Company plc, ITT Inc., Hershey Entertainment & Resorts Company, the Virginia Mason Medical Center, the Seattle chapter of the Positive Coaching Alliance and Year Up. Mr. Ashford has been honored as a Purdue University School of Technology Distinguished Alumnus and received the Seattle Business Magazine 2019 Executive Excellence Award. Mr. Ashford earned a Bachelor of Science degree and Master of Science degree in Organizational Leadership and Industrial Technology from Purdue University. Because of his extensive experience serving on public company boards and his experience in addressing talent, culture and human capital issues at the executive level, Mr. Ashford is well qualified to serve on our Board.
Brad Forth spent his entire career in the energy industry. Mr. Forth served as a senior advisor to Oaktree’s GFI Energy Group until March 2021, where he helped the team anticipate growth opportunities in the power, utility and energy sectors, and invest its capital in leading companies, helping management teams to accelerate the growth of their businesses. Mr. Forth was a Managing Director at Oaktree from 2009 to 2016 and a partner at GFI Energy Group from 2006 to 2009. Mr. Forth Mr. Forth began his career as a design engineer at Power Measurement, Inc. in 1988, where he was responsible for pioneering research in the field of digital power metering and energy management systems. Mr. Forth remained at Power Measurement in various capacities for 18 years, the last nine as its Chief Executive Officer from 1996 to 2005Mr. Forth was a former board member of Xantrex Technology, The Kirlin Group and OpTerra Energy Group, and a former board chair of GT Solar Incorporated, Turbine Generator Maintenance, Cannon Technologies, GoodCents and TenK Solar. Since June 2017, Mr. Forth has been a board member of Shoals Technologies Group Inc., a privately held manufacturing company. Mr. Forth received a Bachelor of Electrical Engineering degree from the University of Victoria in Canada. Mr. Forth was winner of the 2002 Ernst and Young award for “Pacific Entrepreneur of the Year – Technology and Communications” and has been a member of Young Presidents’ Organization since 1998. Because of his expertise in the energy industry, Mr. Forth is well qualified to serve on our Board.
Jim Fusaro has been our Chief Executive Officer since June 2018. Mr. Fusaro first began his career in aerospace in 1985. Prior to joining the Company, Mr. Fusaro served as a senior executive for multinational corporations including, Amkor Technology, Honeywell Aerospace, and Honeywell Performance Materials and Technologies, and Avnet. Prior to joining the Company, Mr. Fusaro served as Senior Vice President, IoT and Global Design Solutions of Avnet between June 2017 and June 2018. From June 2011 and June 2016, Mr. Fusaro held a number of leadership positions at Honeywell Aerospace, including Vice President & General Manager of Mechanical Subsystems and Vice President of Honeywell Operating System. From June 2016 and June 2017, Mr. Fusaro served as President of Honeywell Performance Materials, Advanced Materials. Mr. Fusaro holds a Master of Science in Mechanical Engineering from Rensselaer Polytechnic Institute and a Bachelor of Science in Mechanical Engineering from Arizona State University, additionally he is a certified Six Sigma Black Belt. Mr. Fusaro has authored over 60 technical publications and holds a number of US Patents. Because of his extensive senior leadership experience and comprehensive knowledge of our business and perspective of our day-to-day operations, Mr. Fusaro is well qualified to serve on our Board. Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
Bilal Khan is a Senior Managing Director in the Private Equity Group at Blackstone. Since joining Blackstone in 2009, Mr. Khan has been involved in the execution of several Blackstone investments, including various Sithe Global investments, Fisterra Energy, Transmission Developers, Aypa Power, Onyx Renewables, Therma and Array Technologies. Before joining Blackstone, Mr. Khan was an Associate at GTCR Golder Rauner, where he was involved with the analysis and execution of private equity investments in a wide range of industries. Prior to that, Mr. Khan worked in the Mergers and Acquisitions department at Lazard Frères focused on Power & Utilities clients. Mr. Khan received a B.S. in Applied Economics from Cornell University, where he graduated magna cum laude. He also received an M.B.A from the Wharton School of the University of Pennsylvania and an M.A. in International Studies from the University of Pennsylvania. Mr. Khan serves as a Director of Fisterra Energy, Transmission Developers, Aypa Power, Therma and Array Technologies. Because of his experience in the energy industry, Mr. Khan is well qualified to serve on our Board.
10

TABLE OF CONTENTS

Gerrard Schmid has more than 20 years of leadership experience in banking, payments, and financial technology. Most recently, Mr. Schmid served as president and chief executive officer of Diebold Nixdorf Inc. from February 2018 to March 2022. Diebold Nixdorf is a multinational company that produces, installs and services hardware and software systems for the banking, retail and electric vehicle infrastructure sectors. These systems include banking transaction systems, point-of-sale terminals and payment platforms. He was previously Chief Executive Officer of D+H Corporation (a global fintech company based in Canada), from 2012-2017 and was Chief Operating Officer from 2009-2012. In addition, Mr. Schmid was President and Chief Executive Officer of D+H’s Filogix business unit (a mortgage and real estate technology service provider) from 2007-2009. Prior to that, he held senior executive roles in banking in the UK and Canada and spent several years at McKinsey & Company (a global management consulting firm), focused on financial services and technology. Mr. Schmid is currently a member of the board of directors of Dimensions Health (a private registered investment company) and ISACA (an international professional association focused on IT governance, and cybersecurity certification and training). Because of his experience as a chief executive officer and his extensive global experience, Mr. Schmid was nominated to serve on our board of directors.
Environmental, Social and Governance
As a utility-scale solar company, ESG is a part of who we are as a company. Array believes that sustainability is the essence of our business, driving us to create products that enable the transition to a low-carbon, renewable energy future. In our own facilities, we are engaged in ongoing efforts to manage and reduce greenhouse gas (GHG) emissions and other environmental impacts from our operations, and we are in the process of implementing an ISO 14001 environmental management system to better track, measure and monitor those impacts.
Array recognizes that our people are our most critical resource, and we value them not only as employees but also as human beings with vital roles in their families and communities. By embracing diversity and inclusion, we are expanding the definition of success and creating a space where each of us work together to fuel opportunities for our people, our company, and our customers, suppliers and communities. Our multi-year plan aims to create meaningful and measurable progress to advance diversity, equity and inclusion across Array’s organization.
As we continue on our path to global growth, we rely on the success of our recruitment efforts to attract and retain technically-skilled people who can support our ongoing innovation and expansion. We drive high levels of performance and improvement by prioritizing training and development to ensure our team members are equipped with the knowledge, skills and tools to succeed. We motivate and develop our employees by providing them with opportunities for advancement, specifically around our investments in on-site training, development and leadership programs.
We are committed to diversity and inclusion at all levels of the organization because we believe that diversity leads to better outcomes for our business and for our customers. We have worked to reflect gender and ethnic diversity and inclusion on our Board, and diversity in gender and ethnicity is well-established within our workforce. As of December 31, 2021, approximately 29% of our employees were women and approximately 62% of our employees (who self-identified as particular a race or ethnicity) are racially or ethnically diverse.
Array is committed to safeguarding our employees through training, provision of appropriate work surroundings and application of health and safety procedures. We subscribe to the principle that all accidents are preventable through the proper implementation of these policies and programs, supported by employees reporting any unsafe work practices or safety hazards they encounter on the job. It minimizes human harm, creates better working conditions for everyone, deepens customers’ regard for our Company and increases productivity. That is why Array complies with all applicable safety and health regulations and requires our employees to do the same.
Board Diversity
We seek to have a Board that represents diversity, equity and inclusion as to experience, gender, race and ethnicity, but we do not have a formal policy with respect to diversity. We also seek to have a Board that reflects a range of talents, ages, skills, character and expertise, particularly in the areas of leadership, operations, risk management, accounting and finance, strategic planning and the areas most important to us and our corporate mission, sufficient to provide sound and prudent guidance with respect to our operations and interests.
11

TABLE OF CONTENTS

Board Diversity Matrix (as of April 8, 2022)
Total Number of Directors
9
Part I: Gender Identity
Female
Male
Non-Binary
Did Not Disclose
Gender
Directors
1
8
Part II: Demographic Background
 
 
 
 
African American or Black
1
Alaskan Native or Native American
Asian
1
1
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White
6
Two or More Races or Ethnicities
LGBTQ+
Did not disclose demographic background
Director Independence
Our Corporate Governance Guidelines provide that our Board will consist of a majority of independent directors and in making independence determinations, the Board will observe all applicable requirements, including the applicable corporate governance listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). Under Nasdaq rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, the Board reviews information regarding transactions, relationships, and arrangements involving the Company and its businesses and each director that it deems relevant to independence, including those required by Nasdaq rules.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, and including family relationships, our Board has determined that all eight of the current non-management directors of the Company (Messrs. Almirante, Alstead, Ashford, Corio, Forth, Khan, Schmid and Ms. Iyengar) qualify as “independent” under the corporate governance rules of Nasdaq, that each member of the Audit Committee qualifies as “independent” under Rule 10A-3 of the United States Securities Exchange Act of 1934 (the “Exchange Act”), and that each member of the Compensation Committee qualifies as “independent” under Rule 10C-1 of the Exchange Act. Our Board has not established separate independence requirements beyond those of Nasdaq, the Exchange Act or the Internal Revenue Code of 1986 (the “Code”).
Board Meetings and Attendance
The Board held 13 meetings during the year ended December 31, 2021. Each of the directors attended at least seventy-five percent (75%) of the meetings of the Board and the committees of the Board on which he or she served during the year ended December 31, 2021 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party).
The non-employee directors met in executive session during each of the regularly scheduled Board meetings during the year ended December 31, 2021.
The Board has adopted a policy requiring that members of the Board make every effort to attend our annual stockholder meetings. The 2021 Annual Meeting was attended by all eight of the directors then serving on the Board.
Board Leadership Structure
Our current Board leadership structure separates the positions of Chief Executive Officer and Chairman of the Board, although we do not have a corporate policy requiring that structure. The Board believes that this separation is appropriate for the organization at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board, is primarily responsible for our operations and strategic direction, while our Board Chair
12

TABLE OF CONTENTS

is primarily focused on matters pertaining to corporate governance, including management oversight, and strategic guidance. While the Board believes that this is the most appropriate structure at this time, the Nominating and Corporate Governance Committee evaluates the Board leadership structure from time to time and may recommend alterations of this structure in the future.
The Board’s Role in Risk Oversight
The Board plays an important role in risk oversight at Array through direct decision-making authority with respect to significant matters, as well as through the oversight of management by the Board and its committees. In particular, the Board administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board and its committees on topics relating to the risks that Array faces; (2) the required approval by the Board (or a committee of the Board) of significant transactions and other decisions; (3) the direct oversight of specific areas of Array’s business by the Audit, Compensation and Nominating and Corporate Governance Committees; and (4) regular periodic reports from the auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting. The Board also relies on management to bring significant matters impacting Array to the attention of the Board.
Pursuant to the Audit Committee’s charter, the Audit Committee is responsible for reviewing and discussing with management and Array’s independent registered public accounting firm, Array’s system of internal controls, its critical accounting practices, and policies relating to risk assessment and management. As part of this process, the Audit Committee discusses Array’s major financial risk exposures and steps that management has taken to monitor and control such exposure. In addition, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding accounting, internal accounting controls, auditing and compliance matters.
Because of the role of the Board and the Audit Committee in risk oversight, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to Array’s operations. The Board acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.
BOARD COMMITTEES
The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees is described more fully below. Each committee operates pursuant to a written charter, reviews and assesses the adequacy of its charter periodically and submits its charter to the Board for approval. The charters for each committee are all available on our investor relations website ir.arraytechinc.com under the “Governance Highlights” section found under the “Corporate Governance” tab.
The following table describes which directors currently serve on each of the committees.
Name
Nominating and Corporate
Governance Committee
Compensation Committee
Audit
Committee
Paulo Almirante(1)
 
 
X
Troy Alstead
X
 
X(2)
Orlando D. Ashford
 
X(2)
 
Ron Corio(1)
 
 
 
Brad Forth
 
 
 
Jim Fusaro(3)
 
 
 
Jayanthi Iyengar(1)
X
X
 
Bilal Khan
 
 
 
Gerrard Schmid
X(2)
 
X
(1)
Nominated for re-election at the 2022 annual meeting of stockholders. See Proposal 1.
(2)
Chair of the committee.
(3)
On April 5, 2022, the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
13

TABLE OF CONTENTS

Audit Committee
Our Audit Committee is composed of Troy Alstead, Paulo Almirante and Gerrard Schmid, with Mr. Alstead serving as Chair of the committee. The composition of our Audit Committee currently meets the requirements for independence under current rules and regulations of the SEC and Nasdaq. Our Board has determined that Troy Alstead is an “audit committee financial expert” as defined by applicable federal securities laws and regulations and has the requisite financial sophistication as defined under the applicable Nasdaq rules.
The Audit Committee is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm its independence from us; (3) reviewing with our independent registered public accounting firm the matters required to be reviewed by applicable auditing requirements; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our internal controls, disclosure controls and procedures and compliance with legal and regulatory requirements; and (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, auditing and federal securities law matters.
During the year ended December 31, 2021, the Audit Committee met nine times. The report of the Audit Committee is included in this proxy statement under “Audit Committee Report.”
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is composed of Gerrard Schmid, Troy Alstead and Jayanthi Iyengar, with Mr. Schmid serving as Chair of the committee. The composition of our Nominating and Corporate Governance Committee currently meets the requirements for independence under current rules and regulations of the SEC and Nasdaq.
The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board; (2) overseeing the organization of our Board to discharge the board’s duties and responsibilities properly and efficiently; (3) developing and recommending to our Board a set of corporate governance guidelines and principles; and (4) reviewing and approving related person transactions.
In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, our Nominating and Corporate Governance Committee takes into account each candidate’s ability, judgment and experience and the overall diversity and composition of our Board. We also value experience on other public company boards of directors and board committees.
The biography for each of the director nominees included herein indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our Board to conclude each such director should continue to serve as a director of our Company. Our Nominating and Corporate Governance Committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.
During the year ended December 31, 2021, the Nominating and Corporate Governance Committee met five times.
Compensation Committee
Our Compensation Committee is composed of Orlando D. Ashford and Jayanthi Iyengar, with Mr. Ashford serving as Chair of the committee. The composition of our Compensation Committee currently meets the requirements for independence under current rules and regulations of the SEC and Nasdaq. Each member of the compensation committee is also a “non-employee director,” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an “outside director,” as defined pursuant to Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
The Compensation Committee is responsible for, among other matters: (1) reviewing officer and executive compensation goals, policies, plans and programs; (2) reviewing and approving or recommending to our Board or
14

TABLE OF CONTENTS

the independent directors, as applicable, the compensation of our directors, Chief Executive Officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our officers and other key executives; and (4) appointing and overseeing any compensation consultants. In addition, the Compensation Committee may delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as it deems appropriate, so long as any such committee is comprised entirely of independent directors and has a written charter.
During the year ended December 31, 2021, the Compensation Committee met nine times.
Compensation Consultant
The Compensation Committee has engaged Pay Governance, as its independent compensation consultant. Pay Governance provides analysis and recommendations to the Compensation Committee regarding:
trends and emerging topics with respect to executive compensation;
peer group selection for executive compensation benchmarking;
compensation practices of our peer group;
compensation programs for our executive officers, directors and employees; and
stock utilization and related metrics.
When requested, Pay Governance consultants attend meetings of the Compensation Committee, including executive sessions in which executive compensation related matters are discussed without the presence of management. Pay Governance reports to the Compensation Committee and not to management, although Pay Governance meets with management for purposes of gathering information for its analyses and recommendations.
In determining to engage Pay Governance, the Compensation Committee considered the relevant independence factors under Nasdaq rules. For the year ending December 31, 2021, aggregate fees for Pay Governance’s consulting services provided to the Compensation Committee were approximately $180,644. All of Pay Governance’s services in 2021 pertained to executive compensation consulting services to the Compensation Committee. Pay Governance did not provide any direct services to management.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has at any time during the prior fiscal year been one of our executive officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
Code of Business Conduct and Ethics
We adopted, effective upon the consummation of our initial public offering (“IPO”), a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the code is available on our website at ir.arraytechinc.com. We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct and Ethics required under Form 8-K by posting such information on our website.
Policy Against Hedging of Stock
Our insider trading policy prohibits our directors, officers and employees from entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, because such transactions may permit a director, officer or employee to continue to own securities obtained through our employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as our other stockholders.
15

TABLE OF CONTENTS

Board and Committee Annual Performance Reviews
Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee is responsible for reporting annually to the Board an evaluation of the overall performance of the Board. In addition, the written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee provide that each such committee shall evaluate its performance on an annual basis using criteria that it has developed and shall report to the Board on its findings.
16

TABLE OF CONTENTS

EXECUTIVE OFFICERS
Below is a list of the names, ages as of March 31, 2022 and positions, and a brief account of the business experience of the individuals who serve as our executive officers.
Name
Age
Position(s) Held
Jim Fusaro
59
Chief Executive Officer, Director
Nipul Patel
51
Chief Financial Officer
Tyson Hottinger
41
Chief Legal Officer
Kenneth Stacherski
51
Chief Operations Officer
Travis Rose
48
Chief Operations Officer
Erica Brinker
44
Chief Commercial Officer
Jennifer Cheraso
54
Chief Human Resources Officer
Thierry Marin-Martinod
60
Chief Technology Officer
EXECUTIVE OFFICER BIOGRAPHIES
Jim Fusaro’s biography is included under “Director Biographies” above.
Nipul Patel joined the Company as Chief Financial Officer in April 2019. Prior to joining the Company, Mr. Patel served as Vice President Global Finance—Financial Planning and Analysis of Avnet between 2013 and 2018, as Director of Finance, Marketing and Product Management of Honeywell International between 2007 and 2013, and as Vice President Finance, FP&A and Solutions of Benchmark Electronics between 2018 and 2019. Mr. Patel is a Certified Public Accountant, holds a Bachelor of Science degree in accountancy from Miami University, and earned an M.B.A. from Case Western Reserve University.
Tyson Hottinger joined the Company in June 2021 as Chief Legal Officer from Maschoff Brennan, where he represented technology and manufacturing companies while serving as a member of the executive management committee, as well as deputy general counsel and a managing shareholder since 2011. Throughout his career, Mr. Hottinger has served as a trusted strategist for clients ranging from startups to large, established companies with experience driving strategic initiatives, identifying growth opportunities, and managing international legal strategies. Mr. Hottinger holds a bachelor’s degree in finance from the University of Utah and a J.D. from the University of Utah’s S.J. Quinney College of Law.
Ken Stacherski joined the Company in May 2021 and was appointed as Chief Operations Officer in October 2021. Mr. Stacherski leads Array’s global integrated supply chain strategy including procurement, manufacturing operations, logistics, planning, quality and business systems. Mr. Stacherski is an accomplished global supply chain leader with over three decades of experience developing and leading world-class operations. He joined Array from Honeywell’s aerospace division, where he most recently served as Vice President of Integrated Supply Chain. There, Mr. Stacherski was responsible for managing all aspects of the aerospace division’s global operations, including manufacturing, quality, planning, sourcing, and environmental safety. Prior to joining Honeywell in 2011, Mr. Stacherski was President & Chief Operating Officer of Composite Technologies, where the Dayton Business Journal recognized him as a “Top 40 Under 40” business leader. He began his career with U.S. Manufacturing Corporation before spending 13 years with Ford Motor Company, where he held plant leadership roles of increasing responsibility, culminating in management of full plant operations. Mr. Stacherski holds a bachelor’s degree from GMI Engineering and Management Institute and a master’s degree in engineering management from Wayne State University.
Travis Rose joined the Company in April 2017 as Vice President of Sales for North America before being appointed to his current role as Chief Revenue Officer in January 2022. Mr. Rose is responsible for sales as well as global applications engineering. Mr. Rose brings 25 years of sales and commercial experience. Prior to joining Array, Mr. Rose led sales for SMA America, a global market leader in solar inverters. He has also held various leadership roles within the solar industry. Mr. Rose holds a bachelor’s degree in business administration from the University of Texas and an M.B.A. from Colorado State University.
Erica Brinker joined the Company in May 2021 as Chief Marketing Officer before being appointed to her current role as Chief Commercial Officer. With over 20 years of diverse marketing, brand management, corporate communications and business development experience, Ms. Brinker joins Array from Honeywell International, where she served most recently as Chief Marketing Officer, Vice President Marketing & Sales Excellence.
17

TABLE OF CONTENTS

Ms. Brinker also led business development for the Services, Software and Connectivity business of Honeywell Aerospace. Prior to joining Honeywell in 2011, Brinker held various leadership roles within software, technology, industrial, healthcare, aerospace, retail and hospitality companies with brands including Polo Ralph Lauren, Tiffany & Company and Kate Spade. Ms. Brinker holds a bachelor’s degree from Pennsylvania State University and an M.B.A. from the Thunderbird School of Global Management at Arizona State University.
Jennifer Cheraso has been our Chief Human Resources Officer since February 2019. Ms. Cheraso is responsible for Array’s Human Resources department. Ms. Cheraso has over 20 years of human resources experience and has held a variety of human resources leadership positions within our Company. Prior to joining the Company, Ms. Cheraso was the founder of JKC Consulting, LLC, between 2018 and February 2019, which provided a wide array of professional services focused on improving organizational performance and engagement. Ms. Cheraso held a number of leadership positions in Honeywell, serving as Vice President, Staffing and Talent Management at Honeywell’s Home & Buildings Technologies between 2015 and 2017. Between 2013 and 2014, Ms. Cheraso was Senior Director – Organizational Development and Learning of Honeywell Aerospace. Ms. Cheraso earned her Bachelor’s degree in Business and General Management from Purdue University’s Krannert School of Management as well as her Master’s degree in Business Administration and in Human Resources from Purdue University’s Krannert Graduate School of Management. Ms. Cheraso holds an OD Certification from the NTL Institute, is a Certified Professional Coach and SPHR certified.
Thierry Marin-Martinod joined the Company in December 2021 as Chief Technology Officer, in which role he is responsible for leading the design and development of products and overseeing Array’s R&T programs. Prior to joining Array, Mr. Marin-Martinod spent ten years at TE Connectivity, a global developer of connectivity and sensor solutions, most recently serving as the CTO and Vice President of Engineering & Business Development for the Aerospace Defense & Marine Business Unit. In this role he drove engineering growth strategy, including developing a technology roadmap, establishing an active pipeline of new business and M&A opportunities, and securing product patents. Mr. Marin-Martinod also previously served as Vice President of Engineering & Marketing at Deutsch, a provider of high-performance connectivity solutions for harsh environment applications, and spent 16 years at Safran Group, most recently as Technical Director where he spearheaded innovation for power plant systems of new Airbus and Boeing aircraft and developed an electrical anti-ice system. Mr. Marin-Martinod holds a degree in aerospace engineering from Ecole Supérieure des Techniques Aéronautiques et de Construction Automobile in Paris, France.
18

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis, “Named Executive Officers” or “NEOs” refers to the following executive officers:
Named Executive Officer
Title
James Fusaro(1)
Chief Executive Officer
Nipul Patel
Chief Financial Officer
Jeffery Krantz(2)
Chief Commercial Officer
Tyson Hottinger(3)
Chief Legal Officer
Ken Stacherski(4)
Chief Operations Officer
(1)
On April 5, 2022, the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022, and that Mr. Hostetler will succeed Mr. Fusaro as Chief Executive Officer, effective April 18, 2022. See the section entitled “Potential Payments Upon Termination or Change of Control” for a description of Mr. Fusaro’s severance entitlements, and see the section entitled “Mr. Hostetler Offer Letter” for a description of Mr. Hostetler's offer letter..
(2)
Mr. Krantz terminated employment with the Company on January 11, 2022.
(3)
Mr. Hottinger joined the Company as Chief Legal Officer effective June 7, 2021.
(4)
Mr. Stacherski joined the Company on July 12, 2021 and was appointed Chief Operations Officer effective October 22, 2021.
Advisory Stockholder Vote on Say-On-Pay
Under rules adopted by the SEC which permit companies to delay their initial advisory say-on-pay vote on executive compensation until the third year following their initial public offering, we will hold our first say-on-pay vote at our next annual meeting of stockholders in 2023 and plan to hold such a vote on an annual basis thereafter, after taking into account feedback from our shareholders on the advisory say-on-frequency vote included in this proxy statement.
Array first became public in October 2020, and we have made and are continuing to make significant changes to our executive compensation program to reflect our transition from a private company to publicly-traded corporation. Our Board believes that holding the say-on-pay vote at next year’s annual meeting of stockholders will enable our stockholders to provide more meaningful feedback regarding the development of our compensatory programs and practices and the effectiveness of our executive compensation program and related business outcomes of our Company.
Best Compensation Practices and Policies
Our executive compensation program reflects our commitment to best practices in compensation governance, and alignment of pay with Company performance, all while allowing us to attract and retain highly qualified executives. Our program is designed to motivate our executives to achieve important business objectives and to reward them for creating long-term value for our stockholders by delivering superior operational and financial performance.
We believe our executive compensation program includes features that effectively align the interests of our executives with those of our stockholders and does not include features that may result in misalignment. Important features of our executive compensation programs and practices are provided in the following table:
What We Do
What We Don’t Do
We do conduct an annual review of our compensation strategy, including a risk assessment of our executive compensation practices
We don’t allow our executives to hedge, sell short or hold derivative instruments tied to our shares (other than compensatory options issued by us)
 
 
We do maintain a compensation philosophy that generally targets total direct compensation for our NEOs within a competitive market range of the market 50th percentile
We don’t allow our executives or directors to pledge Company shares
 
 
We do maintain clawback provisions for our short- and long-term incentive awards that allow for the
We don’t provide for change-of-control tax gross-ups in our change of control agreements
19

TABLE OF CONTENTS

What We Do
What We Don’t Do
forfeiture or recovery of stock or bonuses paid or payable in the event of a restatement of financial results due to misconduct or miscalculation of performance results for incentive payouts

We don’t provide for liberal share counting in our Long-Term Incentive Plan
 
 
We do base short-term and long-term incentive awards primarily on quantitative metrics, including a mix of absolute and relative metrics
We don’t allow repricing of underwater stock options without stockholder approval
 
 
We do maintain compensation plans designed to align our executive compensation program with long-term stockholder interests, including maintaining robust stock ownership guidelines for our executives and our Board
We don’t provide any significant perquisites to our NEOs
 
 
We do retain an independent compensation consultant that does not perform any services for management (retained by and reporting to our Compensation Committee)
 
The Role of Our Compensation Committee
Our executive compensation program is administered by our Compensation Committee. All of the members of our Compensation Committee are independent as required by Nasdaq and are “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934. Our Compensation Committee currently consists of two members: Orlando D. Ashford (Chair) and Jayanthi Iyengar. Our Compensation Committee’s responsibilities include, among other things, the following:
reviewing and approving Company goals and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating our President and Chief Executive Officer's performance in light of those goals and objectives, and approving the President and Chief Executive Officer’s compensation level based on this evaluation;
determining and approving the compensation of all executive officers, including our Named Executive Officers;
reviewing and making recommendations to the Board regarding the adoption and amendment of incentive compensation and equity-based plans;
administering the Company’s incentive compensation and equity-based plans, including designation of employees to whom awards will be granted, the amount of the award or equity to be granted, and the terms and conditions applicable to each award or grant;
reviewing and approving the Company’s non-equity based benefit plans;
reviewing and discussing with management the Company’s compensation policies and practices in order to produce our Compensation Committee report included in this proxy statement;
determining stock ownership guidelines for the Chief Executive Officer and other executive officers and monitoring compliance with such guidelines;
reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking;
reviewing and recommending to the Board for approval the frequency with which the Company will conduct an advisory stockholder vote on executive compensation required by Section 14A of the Exchange Act;
reviewing annually all director compensation and benefits for service on the Board and committees of the Board and recommending any changes to the Board as necessary; and
20

TABLE OF CONTENTS

performing such general oversight and investigation functions related to Company compensation inherent to the responsibilities designated in our Compensation Committee’s charter or set forth in resolutions of our Board.
The Role of Management
Although the Compensation Committee has the responsibility to approve compensation for our NEOs, management also plays a role in the executive compensation process. Specifically, our Chief Executive Officer is involved in the design and implementation of our executive compensation program as it applies to his direct reports. He is typically present at Compensation Committee meetings, except that he is not present when the Compensation Committee deliberates or votes on his compensation arrangements in executive session. Our Chief Executive Officer reviews the individual performance of each executive officer annually and makes recommendations to our Compensation Committee regarding their compensation arrangements.
The Role of the Compensation Consultant
Our Compensation Committee has the authority, in its sole discretion, to retain and terminate compensation consultants, outside legal counsel and other advisors as it deems necessary to fulfill its duties and responsibilities under its charter. The Compensation Committee retained Pay Governance to serve as its independent compensation consultant for fiscal year 2021. Pay Governance provides analysis and recommendations to the Compensation Committee regarding: (i) trends and emerging topics with respect to executive compensation; (ii) peer group selection for executive compensation benchmarking; (iii) compensation practices of our peer group, (iv) compensation programs for our executive officers, non-employee directors, and employees; and (v) stock utilization and related metrics. The Compensation Committee has the sole authority to modify or approve Pay Governance’s compensation, determine the nature and scope of its services, evaluate its performance, terminate its engagement, and hire a replacement or additional consultant at any time. No other consulting firm made recommendations to the Compensation Committee or management on the peer group composition or on the form, amount or design of executive compensation in fiscal year 2021.
Pay Governance consultants regularly attend meetings of the Compensation Committee, including executive sessions in which executive compensation related matters are discussed without the presence of management. In 2021, Pay Governance attended all regularly-scheduled and special meetings of the Compensation Committee. Pay Governance reports to the Compensation Committee and not to management, although Pay Governance meets with management for purposes of gathering information for its analyses and recommendations. The Compensation Committee reviewed the independence of Pay Governance and concluded that it is independent and that its work for the Compensation Committee does not raise any conflicts of interest.
Compensation Philosophy and Objectives
Our executive compensation program seeks to attract, retain and motivate a high-performance executive management team in alignment with the following principles:
attractiveness as an employer is a function of all total rewards elements;
target compensation should be aligned at least with the market median against our peer group (discussed below);
performance-based incentives will be a mixture of cash and equity incentives, and incentive metrics will include a combination of absolute and relative goals that represent key performance indicators for our Company;
alignment of our executive’s interests with those of our stockholders; and
consciousness of costs and the importance of return on investment in our total rewards programs;
Periodically, our Compensation Committee reviews the objectives and components of our executive compensation program to ensure they are appropriate and achieve their intended purpose, while allowing us to keep compensation costs manageable. To establish compensation parameters for our executive officers, including our Named Executive Officers, our Compensation Committee evaluated the information provided by our compensation consultant relative to a compensation peer group (discussed below), including each element of compensation separately and the target total direct compensation (the combined value of annual base salary,
21

TABLE OF CONTENTS

target annual incentives and long-term incentive grants (at target, with respect to performance-based awards)) for each executive officer. It is our belief that while the market 50th percentile generally represents a desirable benchmark for each of the components of our compensation program at target, with respect to annual incentives and long-term incentives, an individual component as well as the combined value represented by total direct compensation may exceed the market 50th percentile, in the event of strong Company or individual performance. From the data and analysis provided by our compensation consultant, our Compensation Committee concluded that, for fiscal year 2021, overall base salaries, target annual incentives, and the value of long-term incentives for our Named Executive Officers are aligned between the market 50th percentile and market 75th percentile of our compensation peer group. Due to the performance-based structure of the target compensation opportunity provided to our Named Executive Officers, the actual value of compensation delivered to our executives may be higher or lower than target based on Company and individual performance. Our Compensation Committee determined that our process for determining executive compensation is aligned with stockholder interests with a percentage of executive pay being at risk and contingent on Company performance.
Considerations
In making compensation determinations relative to our executive officers, our Compensation Committee takes into account the following important considerations:
Company Results
We believe that the compensation provided to our executive officers should be closely related to the Company’s overall results as measured against goals approved by our Board each year. Our Compensation Committee evaluates each individual executive officer’s overall contribution to the Company’s ongoing and long-term performance and approves performance targets, which include operational and financial measures. The Committee also establishes incentive compensation targets for each individual executive officer, expressed as a percentage of annual base salary. Compensation targets are correlated with competitive market data and provide for differentiation in job responsibilities.
Individual Performance
At the beginning of fiscal year 2021, our Compensation Committee considered individual performance objectives for each executive officer based upon the responsibilities assigned to each executive. These objectives included both objective factors such as the executive’s role in achieving the goals and metrics considered in the formula-based portion of the bonus discussed below, as well as subjective factors such as overall corporate results, service and operational excellence, creating a culture of problem solving and employee retention.
Competitive Benchmarking
Our Compensation Committee considers competitive industry data in making executive pay determinations and utilizes an executive compensation benchmarking peer group of companies (“compensation peer group”) comprised of companies our Compensation Committee considers to be appropriate for benchmarking compensation. For the fiscal year ended December 31, 2021, the compensation peer group included fifteen companies:
Enphase Energy, Inc.;
Generac Holdings Inc.;
Trimble Inc.;
Sunrun Inc.;
First Solar, Inc.;
Littelfuse, Inc.;
Power Integrations, Inc.;
The Timken Company;
Novanta Inc.;
SunPower Corporation;
22

TABLE OF CONTENTS

Franklin Electric Co., Inc.;
SolarWinds Corporation;
Gibraltar Industries, Inc.;
ESCO Technologies Inc.; and
Lindsay Corporation.
For fiscal year 2022, the compensation peer group was reviewed and evaluated by the Compensation Committee with the input of Pay Governance. Based on an analysis by Pay Governance, the Compensation Committee added three companies to our peer group. The three additions represent peer companies that are similar in size to Array:
SolarEdge Technologies, Inc.;
Shoals Technologies Group, Inc.; and
FTC Solar, Inc.
The Compensation Committee will review and refine the compensation peer group periodically to reflect the Company's growth, evolving business model and other relevant factors.
Components of Our Executive Compensation Program
In order to achieve the objectives of our executive compensation program, we have developed a balanced compensation package consisting of base salary, annual incentive bonus and long-term incentive stock awards. The Compensation Committee reviews these elements in the first quarter of each year in light of Company and individual performance, recommendations from management and other relevant information, including prior compensation history and outstanding long-term compensation arrangements. From time to time, our Compensation Committee may vary the composition and structure of the compensation program, the allocation among components and the criteria associated with each component. The incorporation of cash and equity elements is intended to balance the reward associated with short-term performance with the potential for achieving longer term results, as well as to support effective retention. Our Compensation Committee reviews the components of our compensation program together to determine the appropriate mix of compensation, including the level of fixed versus variable compensation and the percentage of compensation that is performance-based. Our Compensation Committee utilized information provided by Pay Governance in analyzing each component and the mix of these components as compared to our compensation peer group. Each one of these elements of compensation serves a particular purpose, as discussed below.
For 2021, our executive compensation program consisted of three components:
base salaries;
annual incentive bonuses; and
long-term stock-based incentive compensation.
In addition, each of our Named Executive Officers is provided with severance protections, including “double trigger” severance in connection with a change in control of the Company
23

TABLE OF CONTENTS

For 2021, the target pay mix for our Chief Executive Officer and for all other Named Executive Officers was predominantly comprised of at-risk compensation, as the overwhelming majority of target pay was in the form of the annual bonus opportunity and long-term stock-based incentive compensation.

Base Salaries
Base salaries compensate our executive officers for services rendered and are set in proportion to the job responsibilities of each individual. An executive officer’s base salary is initially determined upon hire or promotion based on the executive officer’s responsibilities, prior experience and the base salaries of similarly situated executives at companies in our compensation peer group. The salaries of our executive officers are generally reviewed following the end of each fiscal year and are eligible for adjustment in recognition of individual performance and to reflect our desired position in the competitive market. We seek to compensate for market movement of salaries in our compensation peer group, utilizing data provided by Pay Governance relative to peer group practices, general industry compensation surveys and competitive trends.
The following are the base salaries for our Named Executive Officers for the 2021 calendar year.
Name
2021 Base
Salary
James Fusaro(1)
$650,000
Nipul Patel
$375,000
Jeffery Krantz(2)
$425,000
Tyson Hottinger(3)
$340,000
Ken Stacherski(4)
$340,000
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
(2)
The base salary amount for Mr. Krantz was effective June 8, 2021, increased from $400,000.
(3)
The base salary amount for Mr. Hottinger was effective upon the commencement of his employment with us on June 7, 2021.
(4)
The base salary amount for Mr. Stacherski was effective September 19, 2021.
Other than Mr. Stacherski, who received a salary adjustment related to his transition into the role of Chief Operations Officer, and Mr. Krantz, who received market adjustment, none of our executive officers received any salary increases in 2021.
Changes for 2022. In early 2022, our Compensation Committee conducted its annual review of our executive team’s compensation, including evaluating their performance and reviewing external compensation
24

TABLE OF CONTENTS

benchmarking information provided by Pay Governance. Based on its review, our Compensation Committee approved the following base salaries for 2022 for our Named Executive Officers:
Name(1)
2022
Base Salary
%
Change
Nipul Patel
$385,000
2.7%
Tyson Hottinger
$350,000
2.9%
Ken Stacherski
$350,000
2.9%
(1)
Mr. Krantz terminated his employment effective January 11, 2022, and the Company announced on April 5, 2022 that Mr. Fusaro’s employment would be terminated April 18, 2022. Neither Mr. Fusaro nor Mr. Krantz received any salary increases for 2022.
Annual Incentive Bonuses
We maintain a leadership incentive plan (the “LIP”) under which our Named Executive Officers are eligible to receive an annual incentive bonus based on financial, operational, and individual achievements during the prior fiscal year intended to support the Company’s approved goals and metrics, encouraging further individual contributions to stockholder value.
The graphic below illustrates how the bonus is calculated in the fiscal year 2021 LIP design, including the weighting of the corporate metrics.
Fiscal Year 2021 Plan Design

Annual incentive bonuses under the LIP may range from 50% of target (at Threshold performance) to 100% of target (at Target performance) to 200% of target (at Stretch performance). Performance below Threshold results in a payout of 0%. In all cases, payouts are subject to a maximum of 200% of target.
The fiscal year 2021 target annual incentive opportunities were determined by our Compensation Committee as a percentage of annual base salary in the range of competitive target bonus amounts of companies in our compensation peer group. Target annual incentive opportunities are subject to review based on market movement as well as to pro-rata adjustment due to promotions occurring during the fiscal year or other relevant changes in job responsibilities. The following were the target annual incentive opportunities represented as a percentage of annual base salaries for each of the Named Executive Officers:
Name
% of Base
Salary
James Fusaro(1)
100%
Nipul Patel
50%
Jeffery Krantz
70%
Tyson Hottinger
50%
Ken Stacherski
50%
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
Our Compensation Committee structured the annual incentive bonus to be formulaic and directly linked to the achievement of Company-wide goals and metrics and individual objectives approved by our Board. The final determinations of the annual incentive bonus are based upon the extent to which results for the fiscal year met, failed to meet, or exceeded our established goals and metrics.
Goals and Metrics
In determining the goals and metrics for fiscal year 2021, the Committee based the metrics on the Company’s budget as approved by our Board. Each metric was associated with a threshold, target and a stretch level of possible
25

TABLE OF CONTENTS

achievement. Each performance measure also was assigned a weighting factor to reflect the Company’s goals and priorities as interpreted by our Compensation Committee. In consultation with Pay Governance, our Compensation Committee established for each metric threshold, target, and stretch level of objectives and related levels of payment opportunities. These levels of achievement represent the minimum and maximum payout opportunity for each metric. In the event the threshold performance level is not met for a metric, none of the bonus is earned for that metric. Similarly, achieving the stretch performance level earns the maximum percentage for a metric. In the event that a metric was achieved at a level between defined achievement levels, our Compensation Committee makes a linear interpolation to determine the bonus earned for that metric.
Metric
Weight
Threshold
Target
Stretch
EBITDA
60%
$158.9
$176.9
$194.3
Cash Conversion Cycle (days)
30%
77
67
57
Individual Performance Goals
10%
 
 
 
EBITDA. Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a core measure of our profitability that takes into account both top line revenue performance and cost management and represents a key performance metric that our stockholders utilize to measure our performance.
Cash Conversion Cycle. Cash Conversion Cycle, or CCC, measures the efficiency of our capital allocation and represents the number of days it takes for us to convert sales into cash flow, and also represents a key performance metric that our stockholders regularly analyze to assess our performance.
Evaluation of Performance Results
For fiscal year 2021, our Compensation Committee reviewed the Company’s overall results against approved corporate performance targets as follows:
Corporate Performance Portion of the Annual Incentive Bonus
In January 2022, our Compensation Committee completed the evaluation of our results and the weighting of metrics discussed above to ensure that the corporate performance portion of the incentive bonus determinations was appropriate and commensurate with actual performance as it related to such metric. The corporate performance portion of the incentive bonus determinations for fiscal year 2021 for Named Executive Officers was as follows:
Corporate Goals and Metrics
Metric Performance Scale
 
 
 
 
Metric
Weight
Threshold
Target
Stretch
Final
Results
Performance
Level
Achieved
Performance
Level
Payout
Weighted
Payout
EBITDA
60%
$158.9
$176.9
$194.3
$43.2
Below
Threshold
0%
0%
Cash Conversion Cycle (days)
30%
77
67
57
102
Below
Threshold
0%
0%
Individual Performance Portion of Annual Incentive Bonus
For each of the executive officers, our Compensation Committee determined the individual performance portion of the annual incentive bonus by assessing the officer’s performance and contributions both against individual goals and objectives established for each officer at the beginning of the year and against other relevant factors not covered directly by the individual goals and objectives.
For fiscal year 2021, the Committee considered the Company’s fiscal year 2021 financial results as compared to fiscal year 2020 financial results and the strategic steps taken by management to position the Company for success, to enhance stockholder value and to ensure continued improvement in financial performance. While our executive management team did attain significant individual performance achievements in 2021, notably securing long-term supply agreements with key steel suppliers, closing on the Blackstone PIPE investment to provide growth capital from a leading alternative investment firm, redesigning our sales contracting process to protect margin in the current inflationary and supply chain-constrained environment, and announcing
26

TABLE OF CONTENTS

the STI Norland acquisition to facilitate international growth, our Chief Executive Officer recommended, and our Compensation Committee concurred, that no funding be approved for the 10% allocation of the LIP for our Named Executive Officers in light of the challenging financial year.
Final Bonus Determination
As the Company did not meet threshold-level performance for the financial components of the 2021 LIP, and as our Compensation Committee elected not to fund payouts under the individual performance component of the plan in light of the challenging operating environment in 2021, no payouts were earned under the 2021 LIP. Mr. Stacherski did receive a $75,000 cash bonus for 2021 per the terms of his offer agreement. His offer agreement was negotiated in connection to his commencement of employment in July 2021 prior to his appointment to a senior executive officer in October 2021. None of our executive officers, including none of our Named Executive Officers, have any current agreements in place with future guaranteed bonuses.
Long-Term Stock Incentive Awards
Our Compensation Committee considers stock ownership by management through stock-based compensation arrangements beneficial in aligning management’s and stockholders’ interests. Under the provisions of our 2020 Long-Term Incentive Plan (the “2020 Plan”), our Compensation Committee has the ability to grant stock and stock-based awards, including restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to our employees, including our Named Executive Officers, non-employee directors and consultants.
Our Compensation Committee grants long-term incentive awards to our executive officers, including our Named Executive Officers, in line with competitive market norms based upon each officer’s performance in a fiscal year. These awards are primarily designed to tie a substantial portion of each executive officer’s compensation to longer-term future performance of the Company and to support the compensation philosophy adopted by our Compensation Committee. The grant determinations are made by our Compensation Committee using, as a reference, the relevant competitive market information and recommendations provided to our Compensation Committee by Pay Governance, in order to provide an appropriate level of target total direct compensation compared to compensation of executive officers in our compensation peer group. Our Compensation Committee sets the individual grant values to reflect (a) the level of responsibility and individual contribution of each executive officer and their potential impact on the long-term success of the business, (b) a desire to maintain market-competitive compensation package for each officer, and (c) talent retention considerations, as appropriate.
To determine long-term incentive awards granted in a year, our Compensation Committee first approves a target aggregate grant date fair value to be awarded to each Named Executive Officer. The target aggregate grant date fair value is then allocated among the types of awards granted for such year.
Fiscal Year 2021 Long-Term Incentive Award Grants
In fiscal year 2021, the Compensation Committee approved equity awards to executive officers to incentivize the new leadership team following the IPO, comprised of PSUs (60%) (based on target level of performance) and RSUs (40%).
The Compensation Committee approved long-term incentive awards for fiscal year 2021 to our Named Executive Officers as follows:
Name
Target Aggregate
Grant Date Fair
Value(2)
Restricted Stock
Units(3)
Performance
Stock Units(4)
James Fusaro(1)
$3,500,000
$1,400,000
$2,100,000
Nipul Patel
$950,000
$380,000
$570,000
Jeffery Krantz
$975,000
$365,000
$585,000
Tyson Hottinger
$700,000
$280,000
$420,000
Ken Stacherski(5)
$600,000
$600,000
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
27

TABLE OF CONTENTS

(2)
For Messrs. Hottinger and Stacherski, “Target Aggregate Grant Date Fair Value” of their 2021 awards represents their annual stock grants only and excludes one-time sign-on RSU grants they received upon commencement of employment, as described below.
(3)
For fiscal year 2021, the number of RSUs awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant
(4)
For fiscal year 2021, the number of PSUs awarded was determined by dividing the target aggregate grant date fair value of the award by our closing stock price on the date of grant.
(5)
As Mr. Stacherski was appointed to Chief Operations Officers effective in the Fourth Quarter of 2021, it was determined to issue his 2021 target annual stock grant wholly in RSUs. Effective 2022, Mr. Stacherski’s annual stock grants will be allocated in accordance with the long-term incentive mix our Compensation Committee approves for our senior executive team for the year.
RSUs
The RSUs granted to our Named Executive Officers in 2021 vest in one-third increments on each of the first three anniversaries of the date of grant, generally subject to the Named Executive Officer’s continued employment through the applicable vesting date.
In 2021, Messrs. Hottinger and Stacherski also received new hire RSU grants to induce them to join the Company and to, in part, mitigate the economic impact with respect to the forfeiture of outstanding awards when they terminated their prior employment. Their new hire RSUs also vest in one-third increments on each of the first three anniversaries of the date of grant, generally subject to their continued employment through the applicable vesting date.
All outstanding and unvested restricted stock units will vest upon a qualifying termination in connection with change in control (as defined in the 2020 Plan) or in the event that the officer’s employment is terminated due to his death or disability.
PSUs
The PSUs granted to our Named Executive Officers in 2021 vest on the third anniversary of the date of grant, subject to the achievement of corporate financial results and relative market performance over the 2021-2023 performance period, and generally subject to the Named Executive Officer’s continued employment through the vesting date. Specifically, the PSUs granted in 2021 vest 50% based on the achievement of 3-year average annual revenue growth and 50% based on the achievement of 3-year cumulative adjusted earnings per share (“EPS”) as follows:
 
3-Yr. Avg. Rev. Growth
3-Yr. Cum. Adj. EPS
 
Payout %
Goal
Payout %
Goal
Threshold
50%
15.0%
50%
$3.14
Target
100%
16.5%
100%
$3.31
Stretch
200%
18.0%
200%
$3.48
At the end of the performance period, after calculating the degree to which the above performance requirements were achieved, we then will evaluate our total shareholder return (“TSR”) performance relative to the Russell 2000 Index over the 2021-2023 performance period (“RTSR Modifier”). If our TSR is at or above the 75th percentile of the Index, the RTSR Modifier will be 125%, and if our TSR is at or below the 25th percentile of the Index, the RTSR Modifier will be 75%. The RTSR Modifier for TSR performance between the 25th and 75th percentiles will be determined by linear interpolation. In all cases, payouts are capped at 200% of target.
The graphic below illustrates how the number of PSUs earned will be calculated.


28

TABLE OF CONTENTS

Severance Agreements
We provide certain severance benefits to our executive officers, including our Named Executive Officers, in order to attract and retain key talent, and minimize turnover of our executive team. We also believe the provision of these benefits serves the interests of our stockholders by encouraging certain valued employees to remain employed with the Company in the event of a change of control. Our Named Executive Officers’ offer letters have historically provided severance benefits upon a termination by us for any reason other than for “cause” or upon a resignation by the executive for “good reason,” each as defined in the applicable offer letter, subject to the execution and delivery of a fully effective release of claims in favor of the Company and continued compliance with applicable restrictive covenants.
The letters also provide “double trigger” change of control benefits for our executive officers, designed to be competitive to those provided by companies in our compensation peer group. On December 28, 2021, our Compensation Committee approved an amendment to select severance terms to better align our severance benefits with the prevailing market, determined based on peer group data.
For more information regarding our severance and change of control arrangements, including the changes approved by the Compensation Committee in 2021, see “Potential Payments Upon Termination or Change of Control. Our Compensation Committee believes the provision of such change of control benefits is competitive and appropriate in light of our compensation peer group.
The Compensation Committee takes into account severance benefits, including post-change in control severance benefits, payable to Mr. Fusaro and the other Named Executive Officers, in reviewing overall compensation packages of our Named Executive Officers.
Mr. Hostetler Offer Letter
On April 3, 2022, the Company and Kevin Hostetler entered executed an Employment Offer Letter (the “Offer Letter”). Under the terms of the Offer Letter, Mr. Hostetler will receive (i) an initial annual base salary of $850,000, (ii) an annual incentive bonus at a target level of 125% of his base salary, based on the achievement of the Company’s corporate objectives and Mr. Hostetler’s individual objectives, in each case, as established by the Board or the Compensation Committee, (iii) a one-time sign-on bonus of $1,000,000, payable on Mr. Hostetler’s first regularly scheduled payroll, subject to applicable withholdings and certain time-based repayment requirements in the event Mr. Hostetler’s employment is terminated for cause or Mr. Hostetler resigns without good reason (each as defined below), and (iv) a one-time relocation bonus of $200,000 to assist with certain relocation expenses, payable with Mr. Hostetler’s first regularly scheduled payroll, subject to applicable withholdings and subject to certain time-based repayment requirements in the event Mr. Hostetler’s employment is terminated for cause or Mr. Hostetler resigns without good reason.
Mr. Hostetler will also be eligible to receive an annual grant under the LTIP, in the discretion of the Board or the Compensation Committee. Subject to applicable approvals, Mr. Hostetler will receive an initial equity grant under the LTIP upon the commencement of his employment, with an approximate value of $3,200,000, based on the closing price of the Company’s common stock on the date preceding the announcement of Mr. Hostetler’s appointment (the “Initial Equity Grant”). Sixty percent of the Initial Equity Grant will be in the form of PSUs subject to vesting over a three-year performance period contingent upon the achievement of certain Company performance criteria determined by the Board or the Compensation Committee and set forth in the LTIP, and forty percent of the Initial Equity Grant will be in the form of RSUs vesting in three equal annual installments beginning on the first anniversary of the grant date, in each case subject to Mr. Hostetler’s continued employment through the applicable vesting date.
Under the Offer Letter, Mr. Hostetler would be entitled to severance upon the termination of his employment in certain circumstances pursuant to the Company’s written executive severance and change in control plan (the “Severance Policy”). Pursuant to our Severance Policy, upon a termination of employment without cause, Mr. Hostetler’s resignation with good reason or a termination by mutual agreement that qualifies as an involuntary termination, and subject to Mr. Hostetler’s execution and non-revocation of a general release of claims in favor of the Company and Mr. Hostetler’s compliance with his existing restrictive covenants, Mr. Hostetler is entitled to (i) 150% of the sum of his annual base salary and target bonus opportunity and (ii) subject to his timely election of COBRA coverage, payment of the Company’s portion of monthly COBRA premiums for 18 months (or, if earlier, until he becomes eligible for coverage under a subsequent employer’s health plan). In addition, If Mr. Hostetler is terminated in connection with or within 12 months following a
29

TABLE OF CONTENTS

change in control of the Company, he is instead entitled to (i) 200% of the sum of his annual base salary and target annual bonus opportunity and (ii) subject to his timely election of COBRA coverage, payment of the Company’s portion of monthly COBRA premiums for 24 months (or, if earlier, until he becomes eligible for coverage under a subsequent employer’s health plan). Additionally, upon Mr. Hostetler’s qualifying termination, whether or not in connection with a change in control of the Company, all outstanding RSUs would continue to vest over the severance period as if Mr. Hostetler had remained employed through each subsequent vesting date and all outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which Mr. Hostetler was employed by the Company.
Perquisites and Benefits
Named Executive Officers are eligible to participate in the Company’s benefit plans on the same terms as other employees. The Company’s 401(k) Retirement Plan (the “Retirement Plan”) is a safe harbor qualified defined contribution plan which allows employees, including Named Executive Officers, to save for retirement through a tax-advantaged combination of employee and Company contributions. Under the terms of the Retirement Plan, the Company matches up to 100% of the first 3% of eligible compensation contributed by the employee plus 50% of eligible compensation contributed between 3% and 5%. The Company may also make a discretionary profit-sharing contribution to the Retirement Plan, but has not made any such contributions to date.
Stock Ownership Guidelines
Our Stock Ownership Guidelines are designed to assist in aligning the financial interests of the directors and senior employees with our stockholders and to promote sound corporate governance practices. Our Stock Ownership Guidelines apply to non-executive directors who receive compensation for their service on the Board and executive officers. Common stock underlying RSUs and deferred shares or share units held by directors and executive officers is considered owned for purposes of determining stock ownership levels under the Stock Ownership Guidelines. Common stock underlying unexercised stock options and unearned PSUs held by directors and executive officers is not considered owned for purposes of determining stock ownership levels under the Stock Ownership Guidelines.
Executive officers and directors subject to this policy are required to achieve a minimum ownership requirement by five years from the later of (i) June 8, 2021 (or, in the case of non-executive directors, as of the 2025 annual meeting of stockholders), or (ii) the date the individual becomes a director or executive officer, as applicable, is promoted to a position that causes the covered individual to be subject to a greater ownership requirement or is otherwise designated as a covered individual. Upon achieving his or her respective minimum ownership requirement, each covered individual must continue to maintain the minimum ownership requirement at all times during a given calendar year and for so long as the covered individual remains subject to this policy.
Each director and covered employee must maintain ownership of shares of common stock with a fair market price equal to a multiple of the director’s base annual retainer or the covered employee’s annual base salary, as follows:
for non-executive directors who receive compensation, three times the base annual retainer;
for our Chief Executive Officer, six times his or her annual base salary; and
for executive officers other than our Chief Executive Officer, three times his or her annual base salary.
The failure by a director or covered employee to meet or to demonstrate sustained progress toward the achievement of the applicable minimum ownership requirement will result in the imposition of a restriction on sales of common stock and a requirement that they retain 50% of the net number of shares acquired upon vesting or settlement of equity awards or exercise of stock options until compliance with the ownership guideline is attained.
Assessment of Risk and Recovery of Compensation
Our Compensation Committee, Audit Committee and Board employ a risk management process conducted periodically to ensure that potential risks that might arise from any of our executive compensation practices and policies do not result in potential adverse impact on the Company, financially or otherwise. Our Compensation
30

TABLE OF CONTENTS

Committee, with the assistance of Pay Governance, has reviewed the policies and guidelines underlying our executive compensation determinations and concluded that the following factors promote the creation of long-term value and thereby discourage behavior that leads to excessive or unnecessary risk:
individual cash incentives are made within the boundaries of approved fixed maximum awards as applicable to each executive officer;
the performance metrics under our short-term incentive program are distinct and separate from the metrics under our long-term incentive program, thereby ensuring there is no duplicative compensation opportunity for attainment of the same performance metric;
the members of our Compensation Committee who approve final bonus recommendations are independent;
Executive officers receive the majority of their total direct compensation in the form of long-term incentives with multi-year vesting to align the interests of our executive officers with long term value creation for our stockholders; and
Executive officers are subject to robust stock ownership guidelines, further ensuring their long-term wealth is tied to long-term Company performance.
Based on our review, we have determined our compensation programs and practices are not reasonably likely to have a material adverse effect on the Company. In addition, we maintain a Clawback Policy that provides for the forfeiture or recovery of stock or amounts paid or payable to an executive officer in the event the Company or the Committee determines the executive officer has taken unlawful action detrimental to the Company or violated Company policy.
Compensation Committee Report
Our Compensation Committee has reviewed and discussed with Company management the Compensation Discussion and Analysis included in this proxy statement. Based on that review and discussion, our Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.
Compensation Committee:
Orlando Ashford (Chair)
Jayanthi Iyengar
April 8, 2022
31

TABLE OF CONTENTS

CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the total annual compensation of Jim Fusaro, our Chief Executive Officer (“CEO”), to the total annual compensation of our median employee. The Company believes that the pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
As of December 31, 2021, our last completed fiscal year:
We have estimated that the total annual compensation of our median employee (other than our CEO) was $39,836; and
The total annual compensation of our CEO, as reported in the Summary Compensation Table, was $4,271,575.
Based on this information, for 2021, the ratio of the total annual compensation for Mr. Fusaro, our CEO, to the total annual compensation of our median employee was 107 to 1.
To determine this ratio, we first prepared a list of all our full-time, part-time and temporary employees as of December 31, 2021, the last day of our fiscal year. To identify the median employee from our employee population, we reviewed the amount of regular wages and overtime pay for of all of our employees for 2021.
Once we identified the median employee, we then determined the total annual compensation for 2021 of that employee using the same rules that apply to reporting compensation for our Named Executive Officers in the 2021 Summary Compensation Table.
The pay ratio disclosure rules allow companies to adopt a variety of methodologies, to apply exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies in calculating their own pay ratios.
Summary Executive Compensation Table
The following table summarizes the compensation awarded to, earned by or paid to our Named Executive Officers for the 2021, 2020, and 2019 fiscal years:
Name
Year
Salary
Bonus(2)
Option
Awards(3)
Stock
Awards(4)
Non-Equity
Incentive Plan
Compensation(5)
All Other
Compensation(6)
Total
James Fusaro(1)
(Chief Executive Officer)
2021
$650,000
$0
$0
$3,609,975
$0
$11,600
$4,271,575
2020
$519,583
$0
$424,000
$1,340,328
$812,500
$11,400
$3,107,811
2019
$480,000
$0
$2,248,421
$0
$750,000
$25,925
$3,504,346
Nipul Patel
(Chief Financial Officer)
2021
$375,000
$0
$0
$979,870
$0
$11,600
$1,366,470
Jeffrey Krantz
(Chief Commercial Officer)
2021
$413,462
$0
$0
$1,305,629
$0
$11,600
$1,730,690
2020
$362,969
$0
$213,506
$522,720
$250,000
$11,400
$1,360,594
2019
$350,000
$0
$730,737
$0
$220,000
$8,400
$1,309,137
Tyson Hottinger
(General Counsel & Chief Legal Officer)
2021
$189,615
$0
$0
$1,268,124
$0
$4,708
$1,462,447
Ken Stacherski
(Chief Operations Officer)
2021
$151,154
$75,000
$0
$1,100,001
$0
$5,569
$1,331,724
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
(2)
For Mr. Stacherski, amount represents a sign-on cash bonus awarded for 2021 per the terms of his offer letter.
(3)
Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of Class B Common Units granted to Messrs. Fusaro and Krantz during the 2020 and 2019 fiscal years. The Class B Common Units represent membership interests in Parent that are intended to constitute profits interests for federal income tax purposes. Despite the fact that the Class B Common Units do not require the payment of an exercise price, they are most similar economically to
32

TABLE OF CONTENTS

stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” Please see Note 17 “Equity-Based Compensation” in our consolidated financial statements for the year ending December 31, 2021, included in our Annual Report, for additional details.
(4)
Amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value, computed in accordance with FASB 718, of RSUs and PSUs granted to our Named Executive Officers during the 2021 and 2020 fiscal years (for PSUs, determined based on the probable outcome of the associated performance conditions). Please see Note 17 “Equity-Based Compensation” in our consolidated financial statements for the year ending December 31, 2021, included in our Annual Report, for additional details regarding assumptions underlying the value of these awards. With respect to PSUs granted to Messrs. Fusaro, Patel, Krantz and Hottinger in the 2021 fiscal year, the value shown in the table above reflects the grant date fair value based on the probable outcome of the performance milestones associated with such awards. The grant date fair value of each such award if all applicable performance milestones associated with such awards were achieved in full is $4,419,982 for Mr. Fusaro, $1,199,721 for Mr. Patel, $1,231,260 for Mr. Krantz and $776,267 for Mr. Hottinger.
(5)
Our Named Executive Officers did not receive annual incentive bonuses for the 2021 fiscal year, as discussed above under “Annual Incentive Bonuses.” Amounts in this column for the 2020 fiscal year reflect bonuses paid to Messrs. Fusaro and Krantz with respect to the 2020 fiscal year. For the 2020 fiscal year, 80% of the amount reflected in this column was paid in cash on March 12, 2021 and 20% of the amount reflected in this column was paid in the form of restricted stock unit awards granted on March 12, 2021 that vest ratably over three years.
(6)
For 2021, All Other Compensation was comprised of Company contributions to each Named Executive Officers’ 401(k) account.
Grants of Plan-Based Awards During Fiscal Year 2021
The following table presents information regarding grants of equity-based awards made to our Named Executive Officers during the 2021 fiscal year:
Name
Grant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)
Estimated Future Payouts Under
Equity Incentive Plan Awards(3)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)
Grant Date
Fair Value
of Stock and
Option
Awards
($)(5)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Jim Fusaro(1)
$325,000
$650,000
$1,300,000
 
 
 
 
 
3/2/2021
36,745
$1,399,985
3/30/2021
 
 
 
35,947
71,893
143,786
 
$2,209,991
Nipul Patel
$93,750
$187,500
$375,000
 
 
 
 
 
3/2/2021
9,974
$380,009
3/30/2021
 
 
 
9,757
19,514
39,028
 
$599,860
Jeff Krantz
$148,750
$297,500
 
 
 
 
 
$595,000
3/2/2021
10,236
$389,992
3/30/2021
 
 
 
10,014
20,027
40,054
 
$615,630
6/15/2021(6)
19,481
$300,007
Tyson Hottinger
$85,000
$170,000
$340,000
6/7/2021
 
 
 
 
 
 
18,006
$279,993
6/7/2021 (7)
38,585
$599,997
6/7/2021
 
 
 
13,505
27,010
54,020
 
$388,134
Ken Stacherski
$85,000
$170,000
$340,000
 
 
 
 
 
7/15/2021
25,326
$350,005
7/15/2021(8)
 
 
 
 
 
 
36,179
$499,994
9/15/2021 (9)
13,797
$250,002
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
(2)
Amounts in these columns represent potential payouts under our annual leadership plan. Payouts for performance below Threshold would be $0. No amount was paid to our Named Executive Officers under this plan for 2021.
(3)
Amounts in these columns represent the potential number of PSUs that may be earned based on company financial performance and relative TSR performance, as described below. We have included additional information about these awards under “Fiscal 2021 Long-Term Incentive Awards” beginning on page 27.
(4)
Amounts in this column represent the number of RSUs awarded to each Named Executive Officer. We have included additional information about these awards under “Fiscal 2021 Long-Term Incentive Awards beginning on page 27.
(5)
The amounts disclosed in this column represent the aggregate grant date fair value of the RSU and PSU awards granted to each Named Executive Officer, excluding the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant (and based on the probable outcome of the associated performance conditions, in the case of PSUs). See footnote (4) to the Summary Compensation table for more information.
33

TABLE OF CONTENTS

(6)
For Mr. Krantz, this RSU grant represented a retention award, which was forfeited upon his termination on January 11, 2022.
(7)
For Mr. Hottinger, this RSU grant represented a sign-on award intended to induce him to join the Company and to offset, in part, compensation he forfeited by leaving his prior employer.
(8)
For Mr. Stacherski, this RSU grant represented a sign-on award intended to induce him to join the Company and to offset, in part, compensation he forfeited by leaving his prior employer.
(9)
For Mr. Stacherski, this RSU grant represented a promotional true-up grant related to his appointment as Chief Operations Officer.
Outstanding Equity Awards at Fiscal Year End
 
 
Stock Awards
Name
Grant Date
Number of
Shares or
Units of Stock
that Have Not
Vested(2)
Market Value of
Shares of Units
that Have Not
Vested(3)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares or Units
of stock That
Have Not
Vested(4)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares or Units
of stock That
Have Not
Vested(5)
James Fusaro(1)
10/19/2020
40,616
$637,265
 
 
03/02/2021
36,745
$576,529
03/12/2021
4,702
$73,774
 
 
03/30/2021
71,893
$564,001
Nipul Patel
10/19/2020
8,237
$129,239
03/02/2021
9,974
$156,492
 
 
03/12/2021
1,356
$21,276
03/30/2021
 
 
19,514
$153,087
Jeffrey Krantz
10/19/2020
15,840
$248,530
 
 
03/02/2021
10,236
$160,603
03/12/2021
1,447
$22,703
 
 
03/30/2021
20,027
$157,112
06/15/2021
19,481
$305,657
 
 
Tyson Hottinger
06/07/2021
38,585
$605,399
 
 
06/07/2021
18,006
$282,514
06/07/2021
 
 
27,010
$211,893
Ken Stacherski
07/15/2021
25,326
$397,365
 
 
07/15/2021
36,179
$567,649
09/15/2021
13,797
$216,475
 
 
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
(2)
These RSU awards were made pursuant to our 2020 Long-Term Incentive Plan and vest one-third per year over three years beginning on the first anniversary of the date of grant, generally subject to the Named Executive Officer’s continued employment through the applicable vesting date.
(3)
With respect to these RSUs, the amounts set forth in this column include the number of shares subject to such awards multiplied by $15.69, the closing price of our common stock on December 31, 2021.
(4)
These PSU awards were made pursuant to our 2020 Long-Term Incentive Plan and vest on the third anniversary of the date of grant, subject to both the attainment of the performance requirements detailed in the Compensation Discussion & Analysis section above and the Named Executive Officer’s continued employment through the applicable vesting date.
(5)
With respect to these PSUs, the awards were not anticipated to vest based on our performance through December 31, 2021. The amounts set forth in this column include the number of shares subject to such awards that would hypothetically vest at threshold-level performance multiplied by $15.69, the closing price of our common stock on December 31, 2021.
34

TABLE OF CONTENTS

Option Exercises and Stock Vested During Fiscal Year 2021
 
Option Awards(2)
Stock Awards (3)
Name
Number of
Shares
Acquired on
Exercise
Value Realized
on Exercise
Number of
Shares
Acquired on
Vesting
Value Realized
on Vesting
James Fusaro(1)
$26,481,886
20,308
$414,486
Nipul Patel
$10,584,641
4,119
$84,069
Jeffery Krantz
$6,051,861
7,920
$161,647
Tyson Hottinger
Ken Stacherski
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as a member of the Board, effective April 18, 2022.
(2)
Amounts reported as “Option Awards” column reflect value realized upon distribution of Class B Common Units to Messrs. Fusaro, Patel and Krantz. The Class B Common Units represented membership interests in Parent that constitute profits interests for federal income tax purposes. Despite the fact that the Class B Common Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.”
(3)
Includes the value of RSUs held by Messrs. Fusaro, Patel and Krantz, that vested on October 19, 2021, based on our closing stock of $20.41 of that date. Messrs. Hottinger and Stacherski both commenced employment during the 2021 fiscal year and did not have any stock awards that vested during 2021.
Potential Payments upon Termination or Change in Control
On December 28, 2021, our Compensation Committee approved an amended Severance Policy that governs severance payable to our executive officers, including each of our Named Executive Officers, under various termination scenarios. Our Severance Policy provides for severance payments and benefits in the event of a termination by the Company without Cause, a termination by mutual agreement of the executive and the Company that is deemed by the Compensation Committee to qualify as an involuntary termination or a resignation by the executive for Good Reason (a “qualifying termination”), both in connection with and outside the context of a change in control (“CIC”). The severance entitlements under the Severance Policy in connection with a CIC are subject to a double trigger that requires a termination of employment in order for severance to become payable.
In the event of a qualifying termination other than in connection with or within 12 months following a CIC, the Severance Policy provides the following cash severance:
In the case of our Chief Executive Officer, 150% of the sum of his or her (i) annual base salary and (ii) target bonus opportunity; and
In the case of all other executives, 100% of the sum of their annual base salary.
Additionally, subject to his or her timely election of COBRA coverage, the executive would be entitled to payment of the Company’s portion of monthly COBRA premiums for a specified severance period (18 months for our Chief Executive Officer and 12 months for all other executives) or until the executive becomes eligible for coverage under a subsequent employer’s health plan. Upon the executive’s qualifying termination, all outstanding RSUs would continue to vest over the specified severance period as if the executive had remained employed through each subsequent vesting date and all outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by the Company.
In the event of a qualifying termination that occurs upon or within 12 months after a CIC, the Severance Policy provides cash severance to each executive of 200% of the sum of the executive’s (i) annual base salary and (ii) target bonus opportunity.
Additionally, subject to his or her timely election of COBRA coverage, the executive would be entitled to payment of the Company’s portion of monthly COBRA premiums for a specified severance period (24 months for each executive) or until the executive becomes eligible for coverage under a subsequent employer’s health
35

TABLE OF CONTENTS

plan. Upon the executive’s qualifying termination, all outstanding RSUs would continue to vest over the specified severance period as if the executive had remained employed through each subsequent vesting date and all outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which the executive was employed by the Company.
For purposes of our Severance Policy, the following definitions apply:
“Change in Control” is defined as (i) an independent third party becoming the beneficial owner of securities of the Company representing at least 50% of the voting power of the Company’s securities, (ii) a merger, reorganization, or consolidation of the Company, unless the voting securities of the Company continue to represent more than 50% of the voting power of the Company or surviving entity, (iii) a change in the membership of our Board over a period of two consecutive years, in which incumbent directors and new directors whose election by the Board or nomination for election by our stockholders was approved by a vote of at least two-thirds of our directors, cease to constitute a majority of our Board membership and (iv) a complete liquidation or dissolution of the Company or sale of all or substantially all of the Company’s assets.
“Cause” is defined as: (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its affiliates or any of their customers, vendors or suppliers, (ii) reporting to work under the influence of alcohol or under the influence or in the possession of illegal drugs, (iii) substantial and repeated failure to perform duties as reasonably directed by the Board or any other person to whom the executive reports after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice, (iv) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its affiliates, (v) a willful and material failure to observe policies or standards of the Company regarding employment practices (including nondiscrimination and sexual harassment policies) as prescribed thereby from time to time after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice or (vi) any breach by the executive of any non-competition, non-solicitation, no-hire or confidentiality covenant between the executive and the Company or any of its affiliates or any material breach by the executive of any provision of the Severance Policy, or any agreement to which the executive and the Company or any of its affiliates are parties after notice of such failure and, if curable, an opportunity to permanently cure such failure within 30 days of such notice.
“Good Reason” is defined as (i) a material reduction in the executive’s annual base salary without the executive’s consent, (ii) a relocation of the executive’s principal place of employment, without his or her consent, to a location more than 50 miles from his or her then-current principal place of employment, or (iii) an adverse change in the executive’s position or title without his or her consent; provided, that, in any case, (x) written notice of the executive’s resignation for Good Reason must be delivered to the Company within 30 days after the occurrence of any such event in order for his or her resignation for Good Reason to be effective hereunder, (y) the Company shall have 30 days after receipt of such notice during which the Company may remedy the occurrence giving rise to the claim for Good Reason termination (if such occurrence is capable of being remedied), and, if the Company cures such occurrence within such 30-day period, there shall be no Good Reason, and (z) the executive must actually resign within 90 days following the event constituting Good Reason.
Separately, pursuant to the terms of the equity award agreements between us and the Named Executive Officers,, in the event of a termination of the executive’s employment by reason of death or disability, all outstanding RSUs would immediately vest in full and all outstanding PSUs would be deemed to be earned at target and pro-rated to reflect the portion of the performance period during which the executive was employed by the Company.
Payments and Benefits in Connection with Mr. Fusaro’s Separation
On March 31, 2022, Mr. Fusaro and the Company entered into a Transition Agreement (the “Transition Agreement”), which confirms the date of Mr. Fusaro’s separation (the “Separation Date”), the terms of Mr. Fusaro’s separation and the amounts due pursuant to our Severance Policy. Pursuant to the Transition Agreement, subject to Mr. Fusaro’s execution and non-revocation of a general release of claims in favor of the Company and Mr. Fusaro’s compliance with his existing restrictive covenants, the Company will pay Mr. Fusaro the following, pursuant to the terms of our Severance Policy: (i) an amount equal to $1,950,000, which
36

TABLE OF CONTENTS

represents 1.5 times the sum of Mr. Fusaro’s annual base salary plus his target annual bonus, for a severance period of 18 months following the Separation Date and (ii) subject to his timely election of COBRA coverage, payment of the Company’s portion of monthly COBRA premiums for 18 months (or, if earlier, until he becomes eligible for coverage under a subsequent employer’s health plan).
In addition, (i) the unvested portion of any outstanding time-based RSUs on the Separation Date (after giving effect to any accelerated vesting provide under the terms of the award agreements evidencing such awards) will continue to vest over the severance period as if Mr. Fusaro had remained employed through each subsequent vesting date, and (ii) any outstanding PSUs for which the performance period has not been completed will remain outstanding and eligible to vest based on actual achievement of the performance metrics through the applicable performance period, pro-rated to reflect the portion of the performance period during which Mr. Fusaro was employed by the Company through the Separation Date.
Potential Payments Table
The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the executive’s employment had terminated on December 31, 2021, given the executive’s compensation as of such date and, if applicable, based on the closing price of our common stock on December 31, 2021. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different than the estimates presented in the table. Factors that could affect these amounts include the timing of any such event and our stock price.
Executive
Benefit(2)
Change in
Control
without
Termination
Change in
Control with
Qualifying
Termination
Qualifying
Termination
Outside of a CIC
Death or
Disability
James Fusaro (Chief Executive Officer)(1)
Cash Severance
$0
$2,600,000
$1,950,000
$0
Benefit Continuation
$0
$35,348
$26,511
$0
RSUs
$0
$1,287,568
$1,287,568
$1,287,568
PSUs
$0
$0
$0
$376,000
Total
$0
$3,992,916
$3,264,079
$1,663,568
Nipul Patel (Chief Financial Officer)
Cash Severance
$0
$1,125,000
$562,500
$0
Benefit Continuation
$0
$45,229
$22,615
$0
RSUs
$0
$307,006
$307,006
$307,006
PSUs
$0
$0
$0
$102,058
Total
$0
$1,477,235
$892,121
$409,064
Jeffrey Krantz (Chief Commercial Officer)(3)
Cash Severance
$0
$1,445,000
$722,500
$0
Benefit Continuation
$0
$45,229
$22,615
$0
RSUs
$0
$737,493
$737,493
$737,493
PSUs
$0
$0
$0
$104,741
Total
$0
$2,227,722
$1,482,607
$842,234
Tyson Hottinger (Chief Legal Officer)
Cash Severance
$0
$1,020,000
$510,000
$0
Benefit Continuation
$0
$45,229
$22,615
$0
RSUs
$0
$887,913
$887,913
$887,913
PSUs
$0
$0
$0
$141,262
Total
$0
$1,953,142
$1,420,527
$1,029,175
Ken Stacherski (Chief Operations Officer)
Cash Severance
$0
$1,020,000
$510,000
$0
Benefit Continuation
$0
$45,229
$22,615
$0
RSUs
$0
$1,181,488
$1,181,488
$1,181,488
PSUs
$0
$0
$0
$0
Total
$0
$2,246,718
$1,714,103
$1,181,488
(1)
On April 5, 2022 the Company announced that Mr. Fusaro will terminate employment as Chief Executive Officer and cease serving as
37

TABLE OF CONTENTS

a member of the Board, effective April 18, 2022. The Company has determined that Mr. Fusaro’s termination of employment is a termination by mutual agreement of Mr. Fusaro and the Company that qualifies as an involuntary termination under our Severance Policy.
(2)
For all termination scenarios that result in continued or accelerated vesting of outstanding RSUs or PSUs, the value shown in the table above is determined by multiplying the number of shares subject to continued or accelerated vesting by $15.69 (our closing stock price on December 31, 2021). With respect to a qualifying termination in connection with a CIC or outside a CIC, the amount shown in respect of outstanding PSUs is based on the estimated actual performance level through December 31, 2021, which was 0%. With respect to a termination of employment by reason of an executive’s death or disability, the amount show in respect of outstanding PSUs is pro-rated to reflect the portion of the performance period during which the executive was employed by the Company through December 31, 2021, and assumes a target level of performance, as provided in the PSU award agreements.
(3)
Jeff Krantz terminated his employment effective January 11, 2022. In connection with a retention agreement negotiated with Mr. Krantz to ensure retention of his services through January 11, 2022 and to facilitate a smooth transition of his duties to other executives, following the termination of his employment, the portion of Mr. Krantz’s RSU awards granted on October 19, 2020 and March 12, 2021 will continue to vest on the original three year vesting schedule set forth in the applicable grant notice. All other RSU awards held by Mr. Krantx, as well as his 2021 PSU grant, were forfeited upon termination, and no cash severance or other consideration was paid to Mr. Krantz.
Compensation Committee Interlocks and Insider Participation
During 2021, Mr. Ashford (Chair), Mr. Forth, and Ms. Iyengar served on our Compensation Committee. No member of our Compensation Committee is or was an officer or employee of the Company, except for Brad Forth, who previously served as our Chief Executive Officer. Mr. Forth left that role in 2018 and ceased serving on our Compensation Committee in December 2021. During 2021, no executive officer of the Company served as (i) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served on our Compensation Committee, (ii) a director of another entity, one of whose executive officers served on our Compensation Committee, or (iii) a member of the compensation committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served as our director.
Equity Compensation Plans
The table below provides information relating to our equity compensation plans as of December 31, 2021, all of which have been approved by our stockholders:
Plan Category
Number of Shares of
Common Stock
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and
Rights(1)
Weighted-average
exercise price of
outstanding options,
warrants and
rights(2)
Number of Shares of
Common Stock
Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
to be Issued
Upon Exercise of
Outstanding
Options)(3)
Equity compensation plans approved by stockholders
1,078,096
13,561,173
Equity compensation plans not approved by stockholders
Total
1,078,096
13,561,173
(1)
This column reflects all shares of common stock subject to outstanding RSUs and PSUs granted under the 2020 Plan.
(2)
We have not granted any stock options under the 2020 Plan to date.
(3)
The number of shares for issuance under the LTIP will be increased on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the lesser of (i) 5% of the Company’s common stock on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by our Board.
Director Compensation
The following table summarizes the compensation awarded or paid to the members of our Board for the fiscal year ended December 31, 2021. Mr. Fusaro, as an employee-director, received no additional compensation for service as a director, and, consequently, is not included in this table. The compensation received by Mr. Fusaro as an employee during 2021 is included in the “Summary Compensation Table” above.
38

TABLE OF CONTENTS

Name
Fees Paid in Cash
($)
Stock Awards
($) (1)
Total
($)
Paulo Almirante
$30,978
$30,978
Troy Alstead
$96,727
$139,997
$236,724
Orlando Ashford
$91,625
$139,997
$231,622
Frank Cannova
$39,465
$139,997
$179,461
Ron Corio
$69,364
$139,997
$209,361
Brad Forth
$180,929
$139,997
$320,926
Jayanthi Iyengar
$48,214
$139,997
$188,211
Peter Jonna
$22,468
$22,468
Bilal Khan
$29,144
$29,144
Jason Lee
$41,618
$139,997
$181,614
Gerrard Schmid
$31,793
$31,793
(1)
Represents the aggregate grant date fair value of restricted stock units with respect to shares of the Company’s common stock granted in 2021, computed in accordance with FASB ASC TOPIC 718. Messrs. Cannova and Lee resigned from the Board during 2021 and forfeited their restricted stock units upon resignation. Messrs. Almirante, Khan and Schmid joined the Board after the 2021 annual meeting when the Board restricted stock unit awards were issued, and accordingly, they did not receive any stock compensation in 2021.
2021 Director Compensation Program
During 2021, Pay Governance evaluated our director compensation relative to our peer group. Based on this review, we established a 2021 director compensation program for non-employee directors comprised of (i) an annual cash retainer for service on the Board and as committee chairperson and (ii) an annual stock retainer of $140,000 in restricted stock units payable at the time of our annual stockholder meeting. The cash retainers for 2021, which were paid in four equal quarterly installments and prorated for any partial year of service on our board of directors, were as follows:
Position
Retainer ($)
Non-Executive Chairman
$100,000
Board Member
75,000
Audit Committee Chair
25,000
Compensation Committee Chair
17,500
Nominating and Corporate Governance Committee Chair
10,000
Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws that became effective upon the consummation of our IPO. Our Board may revise the compensation arrangements for our directors from time to time.
39

TABLE OF CONTENTS

AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
The Audit Committee has reviewed the audited consolidated financial statements of Array for the year ended December 31, 2021 and has discussed these statements with management and BDO USA, LLP, or BDO, the Company’s independent registered public accounting firm. Array management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. The independent registered public accounting firm audits the annual consolidated financial statements prepared by management, expresses an opinion as to whether those consolidated financial statements present fairly the consolidated financial position, results of operations and cash flows of Array in conformity with U.S. generally accepted accounting principles and discusses any issues they believe should be raised with us. The Audit Committee is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls, and its review included a discussion of the quality and acceptability of the Company’s financial reporting and internal controls.
The Audit Committee also received from, and discussed with, BDO the written disclosures and other communications that the Company’s independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed under the rules of the Public Company Accounting Oversight Board, or PCAOB.
BDO also provided the Audit Committee with the written disclosures and the letter required by the PCAOB regarding independence. PCAOB rules require independent registered public accounting firms annually to disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and engage in a discussion of independence. The Audit Committee has reviewed this disclosure and has discussed with BDO their independence from Array.
Based on its discussions with management and our independent registered public accounting firm, and its review of the representations and information provided by management and our independent registered public accounting firm, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Array Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.
 
Members of the Audit Committee
 
 
 
Troy Alstead, Chairman
 
Paulo Almirante
 
Gerrard Schmid
40

TABLE OF CONTENTS

DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by regulation of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal year 2021, we believe that our executive officers and directors and persons who own more than 10% of a registered class of our equity securities have complied with all applicable filing requirements, except for Form 4’s for current directors Orlando Ashford, Jayanthi Iyengar, Brad Forth, Ron Corio and Troy Alstead, as well as former directors Frank Cannova and Jason Lee, which were filed on June 17, 2021 in connection with a grant of restricted stock units made on June 7, 2021.
41

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a summary of transactions to which we are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under “Executive Compensation” and “Director Compensation.” For the years ended December 31, 2019, 2020 and 2021, the Company recognized $0.8 million, $4.8 million and $13.8 million, respectively, in equity-based compensation.
History of Array Technologies, Inc. and Partnership with Oaktree
Ron Corio founded the business of the Company in 1989. On July 8, 2016, Oaktree, through ATI Investment Parent, LLC (“ATI Investment”), our former parent company, purchased a majority of the ownership of Array Tech, Inc. with Ron Corio and the other selling stockholders rolling over a portion of their ownership into ATI Investment. Although Ron Corio is no longer involved in the day-to-day operations of the Company, he is a member of our Board.
Tax Receivable Agreement
Concurrent with ATI Investment’s acquisition of Array Technologies Patent Holdings Co., LLC, Array Tech, Inc. (f/k/a Array Technologies, Inc.) entered into a Taxes Receivable Agreement (“TRA”) with the former majority shareholder of Array. The TRA is valued based on the future expected payments under the agreement. The TRA provides for the payment by Array Tech, Inc. to the former owner for certain federal, state, local and non-U.S. tax benefits deemed realized in post-closing taxable periods by Array, from the use of certain deductions generated by the increase in the tax value of the developed technology. The TRA is accounted for as contingent consideration and subsequent changes in fair value of the contingent liability are recognized in contingent consideration in the accompanying consolidated statements of operations. At December 31, 2021, December 31, 2020, and December 2019, the fair value of the TRA was $14.6 million, $19.7 million and $17.8 respectively.
Estimating the amount of payments that may be made under the TRA is by nature imprecise. The significant fair value inputs used to estimate the future expected TRA payments to the former owners include the timing of tax payments, a discount rate, book income projections, timing of expected adjustments to calculate taxable income and the projected rate of use for attributes defined in the TRA.
Payments made under the TRA consider tax positions taken by the Company and are due within 125 days following the filing of the Company’s U.S. federal and state income tax returns under procedures described in the agreement. The current portion of the TRA liability is based on tax returns. The TRA will continue until all tax benefit payments have been made or the Company elects early termination under the terms described in the TRA.
As of December 31, 2021, the undiscounted future expected payments through December 31, under the TRA are as follows (in thousands):
For the Year Ending December 31,
 
2022
$3,491
2023
$1,746
2024
$1,746
2025
$1,746
2026
$1,746
Thereafter
$7,856
 
$18,331
Consent Fees
The Company incurred $2.2 million in consent fees with the former majority shareholder of Array to allow a carryback of post-acquisition net operating losses to pre-acquisition periods under the CARES Act.
42

TABLE OF CONTENTS

Registration Rights Agreement with Oaktree
In connection with the IPO of our common stock in October 2020, we entered into a registration rights agreement (the “IPO Registration Rights Agreement”), with Oaktree, the Corio Group and certain members of our management. Subject to certain conditions, the IPO Registration Rights Agreement provides Oaktree and the Corio Group with “long-form” demand registrations and “short-form” demand registration rights, as well as shelf registration rights. The IPO Registration Rights Agreement also provides Oaktree, the Corio Group and certain members of our management with customary “piggyback” registration rights. The IPO Registration Rights Agreement contains provisions that require the parties thereto to coordinate with one another with respect to sales of our common stock and will contain certain limitations on the ability of the members of our management party to the IPO Registration Rights Agreement to offer, sell or otherwise dispose of shares of our common stock. The IPO Registration Rights Agreement also provides that we will pay certain expenses of these holders relating to such registrations and indemnify them against certain liabilities which may arise under the Securities Act. This summary does not purport to be complete and is qualified in its entirety by the provisions of the IPO Registration Rights Agreement, a copy of which has been filed as an exhibit to our Annual Report.
Registration Rights Agreement with Blackstone
In connection with the entry into the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated August 10, 2021, between the Company and BCP Helios Aggregator L.P. (the “Purchaser”), the Company and the Purchaser entered into a Registration Rights Agreement (the “BCP Registration Rights Agreement”) pursuant to which, among other things, the Company granted the Purchaser certain registration rights with respect to Common Stock purchased pursuant to the Securities Purchase Agreement and Non-Cash Dividend pursuant to the Certificate of Designations governing our Series A Perpetual Preferred Stock, including customary shelf registration rights and “piggyback” registration rights. This summary does not purport to be complete and is qualified in its entirety by the provisions of our BCP Registration Rights Agreement, a copy of which has been filed as an exhibit to our Annual Report.
Registration Rights Agreement with Affiliates of STI
In connection with the closing of the acquisition of Soluciones Técnicas Integrales Norland, S.L., as previously described in our current report on Form 8-K filed with the SEC on January 12, 2022 (the “STI Acquisition”), on January 11, 2022, the Company entered into a registration rights agreement (the “STI Registration Rights Agreement”) with certain affiliates of STI (the “STI Holders”) that will receive a portion of the Stock Consideration issued at the closing of the STI Acquisition (the “STI Issuance”). Pursuant to the STI Registration Rights Agreement, among other things, the Company is required to file with the SEC a registration statement registering for resale the shares of the Company’s Common Stock received by the STI Holders as part of the STI Issuance. The STI Registration Rights Agreement also provides, among other things, that each STI Holder will agree not to sell its portion of the Stock Consideration received in the STI Issuance for 180 days following the closing of the STI Acquisition (the “Lock-Up Period); provided, however, the Lock-Up shall expire in respect of 20% of each STI Holder’s Registrable Securities (as defined in the STI Registration Rights Agreement) if for ten consecutive trading days beginning on the date that is three months after the date of the STI Registration Rights Agreement and prior to the expiration of the Lock-Up Period, the closing price of the Company’s Common Stock exceeds by 20% or more the price of the Company’s Common Stock at the date of the STI Registration Rights Agreement. Additionally, certain members of STI’s management who receive Common Stock in connection with the Transaction have entered into restrictions on the sale or transfer of their shares of the Common Stock for a period of 18 months, subject to certain early release conditions. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Registration Rights Agreement, a copy of which has been filed as an exhibit to our Annual Report.
Employment Arrangement with Michael Corio
We have had an employment agreement in place with Michael Corio since 2005. Michael Corio is a non-executive employee of the Company and the son of one of our non-executive directors, Ron Corio. Mr. Corio’s total compensation for fiscal 2021 was $173,190. We seek to fill positions with qualified employees, whether or not they are related to our executive officers or directors. We compensate employees who have such relationships within what we believe to be the current market rate for their position and provide benefits consistent with our policies that apply to similarly situated employees.
43

TABLE OF CONTENTS

Limitation of Liability and Indemnification of Officers and Directors
Our certificate of incorporation and bylaws provide that we shall indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). For further information, see the section entitled “Description of Capital Stock—Indemnification and Limitations on Directors’ Liability” in our Annual Report. We intend to enter into customary indemnification agreements with each of our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.
Review, Approval or Ratification of Transactions with Related Persons
The audit committee of our Board has primary responsibility for reviewing and approving transactions with related parties. Our audit committee charter provides that the audit committee shall review and approve in advance any related party transactions.
We have adopted a formal written policy providing that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our voting stock, any member of the immediate family of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest, is not permitted to enter into a related party transaction with us without the consent of our audit committee, subject to the exceptions described below. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Our audit committee is expected to determine that certain transactions will not require audit committee approval, including certain employment arrangements of executive officers, director compensation, transactions with another company at which a related party’s only relationship is as a non-executive employee or beneficial owner of less than 5% of that company’s shares, transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and transactions available to all employees generally.
44

TABLE OF CONTENTS

PROPOSAL NO. 1—ELECTION OF DIRECTORS
In accordance with the Company’s certificate of incorporation and bylaws, the Board is divided into three classes of approximately equal size.
The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Paulo Almirante, Ron Corio and Jayanthi Iyengar are the Class II directors whose terms expire at the Company’s 2022 Annual Meeting of stockholders. Each of Messrs. Almirante, Corio and Ms. Iyengar has been nominated for and has agreed to stand for re-election to the Board to serve as a Class II director of the Company for three years and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
Our bylaws provide that director nominees receiving a plurality of the votes cast by holders of shares of common stock present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors will be elected. Stockholders have the option to vote “FOR” each of the nominees, or “WITHHOLD” their vote from each of the nominees or “WITHHOLD” their vote from any one of the nominees. Abstentions, withheld votes and broker non-votes will not be treated as a vote for or against any particular director nominee and will not affect the outcome of the election. Stockholders may not vote, or submit a proxy, for a greater number of nominees than named above.
It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of the two nominees listed above as director nominees. Array has no reason to believe that any nominee will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to each nominee for election as director and for each continuing director, including his or her period of service as a director of Array, principal occupation and other biographical material is shown earlier in this proxy statement.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL” OF THE AFOREMENTIONED NOMINEES FOR CLASS II DIRECTOR, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
(PROPOSAL 1 ON YOUR PROXY CARD)
45

TABLE OF CONTENTS

PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify the Audit Committee’s selection of BDO USA, LLP or BDO, as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of BDO, and BDO has served as our independent registered public accounting firm since 2016.
The affirmative vote of a majority of the votes cast by holders of shares of common stock who are present in person (including virtually) or represented by proxy and entitled to vote thereon is required (on a non-binding advisory basis) to ratify the appointment of BDO. Abstentions will have no effect on the results of this vote.
The Audit Committee annually reviews the independent registered public accounting firm's independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of BDO to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of the Company and our stockholders. To assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of our independent external audit firm. In addition, in conjunction with the mandated rotation of BDO’s lead engagement partner, the Audit Committee is directly involved with the selection of BDO’s new lead engagement partner. The Audit Committee believes that the continued retention of BDO to serve as our independent external auditor is in the best interests of the Company and our stockholders.
We expect that a representative of BDO will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee pre-approves all auditing services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed by BDO, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of an audit. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee consistent with applicable law and listing standards, provided that the decisions of such Audit Committee member or members must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee is responsible for the audit fee negotiations associated with our retention of BDO.
Principal Accountant Fees and Services
We regularly review the services and fees of our independent registered public accounting firm. These services and fees are also reviewed by the Audit Committee on an annual basis. The aggregate fees billed for the fiscal years ended December 31, 2021 and 2020 for each of the following categories of services are as follows (in thousands):
Fee Category
2021
2020
Audit Fees
$3,981,738