| Item 2.02 | Results of Operations and Financial Condition. |
On November 7, 2023, Array Technologies, Inc. (the “Company” or “Array”) issued a press release setting forth its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated by reference herein.
The information included in Item 2.02 of this Current Report, including Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 3, 2023, Array’s Board of Directors (the “Board”) appointed Kurt Wood, age 48, as Chief Financial Officer of the Company, effective upon commencement of his employment with the Company on November 13, 2023. Nipul Patel will continue in his current role as Chief Financial Officer until Mr. Wood begins employment with the Company, and thereafter will assist with the transition in an advisory role until Mr. Patel’s expected separation from the Company at the end of the year (the “Transition Period”).
Prior to his appointment as Chief Financial Officer of Array, Mr. Wood had served as an advisor to Brunswick Corporation since April 2022. Prior to his role with Brunswick, Mr. Wood served as Chief Financial Officer of Berkeley Lights, Inc. from March 2021 to April 2022 after having served as VP of Business Development starting in October 2020. Prior to joining Berkeley Lights, Mr. Wood served as Corporate VP of Finance and Treasury for Micron Technology from February 2019 to October 2020. Mr. Wood also served as Chief Financial Officer and Treasurer at DriveTime from February 2014 to September 2018. Prior to DriveTime, Mr. Wood was Chief Financial Officer and a Partner at True North Venture Partners, where he sat on the firm’s investment committee. Mr. Wood has also held finance and business development roles with First Solar, KLA-Tencor, Vendio Services, Inc., and Intel Corporation. Mr. Wood holds a B.B.A. in Finance from the Kelley School of Business at Indiana University, Bloomington.
On November 3, 2023, the Company entered into an offer letter of employment (the “Offer Letter”) with Mr. Wood setting forth certain terms of his employment with the Company. The Offer Letter and Mr. Wood’s employment thereunder may be terminated with or without cause or notice, by the Company or by Mr. Wood, subject to the rights and obligations contained therein.
Under the terms of the Offer Letter, Mr. Wood will receive (i) an initial annual base salary of $475,000, (ii) an annual incentive bonus at a target level of 75% of his base salary, based on the achievement of the Company’s corporate objectives and Mr. Wood’s individual objectives, in each case, as established by the Board or the Human Capital Committee, and (iii) a one-time sign-on bonus of $300,000, payable on Mr. Wood’s first regularly scheduled payroll, subject to applicable withholdings and certain time-based repayment requirements in the event Mr. Wood’s employment is terminated “for cause” or Mr. Wood resigns without “good reason” (each as defined in the Offer Letter).
Mr. Wood will also be eligible to receive an annual equity grant under the Company’s Long Term Incentive Plan (the “LTIP”), in the discretion of the Board or the Human Capital Committee thereof. Subject to applicable approvals, upon the commencement of his employment Mr. Wood will be eligible to receive an equity grant under the LTIP with a grant date fair value of $1,500,000 (the “Equity Grant”). Fifty percent of the Equity Grant will be in the form of Performance Stock Units (“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 Human Capital Committee thereof and as set forth in the LTIP. The remaining fifty percent of the Equity Grant will be in the form of Restricted Stock Units (“RSUs”) vesting in three equal annual installments beginning on the first anniversary of the grant date, in each case subject to Mr. Wood’s continued employment through the applicable vesting date.
