Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2022, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Array Technologies, Inc. (the "Company") approved
changes to the Company's Leadership Incentive Plan for fiscal year 2022 (the
"LIP"). As previously disclosed in the Company's annual proxy statement filed
with the US Securities and Exchange Commission on April 18, 2022, the LIP
payouts are based 90% on corporate performance and 10% on individual performance
objectives of the Company's Section 16 officers. The Committee originally
determined that the metrics for the corporate performance portion of the 2022
LIP determinations should be based on EBITDA and cash conversion cycle of the
consolidated operations of the Company and its subsidiaries (as such
subsidiaries were organized prior to January 11, 2022, collectively, the "Array
Legacy Operations") and the newly acquired operations pertaining to Soluciones
Técnicas Integrales Norland, S.L.U. and its subsidiaries (collectively, the "STI
Operations"). The corporate performance portion of the LIP was weighted 60% to
EBITDA and 30% to cash conversion cycle.
The changes to the LIP adopted by the Committee on July 21, 2022 (i) reduce the
weighting of the EBITDA component of corporate performance from 60% to 50%, (ii)
remove the STI Operations from the calculation of EBITDA and cash conversion
cycle for purposes of measuring corporate performance under the LIP, and (iii)
add a separate category to the corporate performance portion of the LIP based on
"STI Integration Success" which will be weighted at 10% of the overall LIP
payout criteria. As a result, the new weighted metrics for the corporate
performance portion of the LIP will be as follows: (i) EBITDA from Array
Operations - 50%, (ii) cash conversion cycle from Array Operations - 30%, and
(iii) STI Integration Success - 10%. The remaining 10% of the LIP payout
criteria will remain based on individual performance of the Company's Section 16
officers.
The Company will base the measurement of STI Integration Success 40% on
financial targets for 2022 (i.e., Adjusted EBITDA and synergy savings) and 60%
on effectiveness of the integration (i.e., development of go-to-market strategy,
SOX compliance readiness, and development of a comprehensive management
operating system).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
None
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