XML 65 R26.htm IDEA: XBRL DOCUMENT v3.25.0.1
Equity-Based Compensation and Other Benefit Plans
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation and Other Benefit Plans Equity-Based Compensation and Other Benefit Plans
2020 Equity Incentive Plan
On October 14, 2020, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective. The 2020 Plan authorized 6,683,919 new shares, subject to adjustments pursuant to the 2020 Plan.

Restricted Stock Units
Pursuant to the 2020 Plan, the Company grants restricted stock units (“RSUs”) to employees and board of director members. The fair value of the RSUs is determined using the market value of common stock on the grant date.
RSU activity under the 2020 Plan was as follows:
Number of SharesWeighted Average Grant Date Fair Value
Outstanding non-vested, December 31, 2021930,409 $22.39 
Shares granted1,484,782 $10.93 
Shares vested(458,849)$20.00 
Shares forfeited(255,518)$15.42 
Outstanding non-vested, December 31, 20221,700,824 $13.81 
Shares granted904,075 $17.89 
Shares vested(736,774)$14.43 
Shares forfeited(197,616)$16.43 
Outstanding non-vested, December 31, 20231,670,509 $15.44 
Shares granted2,184,402 $9.54 
Shares vested(728,518)$15.35 
Shares forfeited(478,232)$13.19 
Outstanding non-vested, December 31, 20242,648,161 $10.97 

Performance Stock Units
The Company has granted performance stock units (“PSUs”) to certain executives. The PSUs cliff vest after three years and upon meeting certain revenue and adjusted EPS targets. The PSUs also contain a modifier based on the total stock return (“TSR”) compared to a certain index which modifies the number of PSUs that vest. The PSUs were valued using a Monte-Carlo simulation method on the date of grant based on the U.S. Treasury Constant Maturity rates. The following assumptions were used in the Monte Carlo simulation for computing the grant date fair value of the PSUs issued during the years ended December 31, 2024 and 2023:

20242023
Volatility79 %90 %
Risk-free interest rate4.62 %3.74 %
Dividend yield— %— %
PSU activity under the 2020 Plan during the years ended December 31, 2024, 2023 and 2022, was as follows:
Number of SharesWeighted Average Grant Date Fair Value
PSUs
Outstanding non-vested, December 31, 2021147,687 $27.75 
Shares granted (1)
466,916 $10.88 
Shares vested— $— 
Shares forfeited(150,210)$20.81 
Outstanding non-vested, December 31, 2022464,393 $11.96 
Shares granted (1)
263,594 $19.22 
Shares vested— $— 
Shares forfeited(35,514)$15.47 
Outstanding non-vested, December 31, 2023692,473 $14.54 
Shares granted (1)
586,316 $11.74 
Shares vested— $— 
Shares forfeited(354,548)$16.16 
Outstanding non-vested, December 31, 2024924,241 $12.76 
(1) Number of PSUs granted is based on the attainment level of performance metric(s), by key executive officers and employees of the Company, estimated to be probable at the grant date. The actual number of shares to be issued will depend on the relative attainment of the performance metrics.

The aggregate fair value of RSU and PSU that vested during the years ended December 31, 2024, 2023 and 2022 was $9.5 million, $15.9 million and $5.9 million, respectively, which represented the market value of our common stock on the date that the RSUs or PSUs vested.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $10.3 million, $14.6 million and $14.8 million, respectively, in equity-based compensation, which is included in General and administrative expense on the consolidated statements of operations. At December 31, 2024, the Company had $19.6 million of unrecognized compensation costs related to RSUs and PSU, which are expected to be recognized over a weighted average of 2.1 years and 2.0 years, respectively.

Employee Stock Purchase Plan
The Company’s Compensation Committee approved the Employee Stock Purchase Plan in December 2021. The Plan allows employees to purchase shares at a 15% discount off the lower of the stock price at the beginning or ending of the six months window through payroll deductions. The plan is considered compensatory in nature and the Company recorded equity-based compensation expense on the plan beginning in 2022. During the years ended December 31, 2024 and 2023, the Company recorded $0.2 million and $0.1 million, respectively, in equity-based compensation related to the Employee Stock Purchase Plan.
Deferred Compensation Plan
On May 21, 2024, the Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Array Technologies, Inc. adopted the Array Tech, Inc. Deferred Compensation Plan (the “Plan”). The Plan is a non-qualified deferred compensation plan intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Participation in the Plan is voluntary and is currently available to U.S. employees of the Company and its subsidiaries at the level of Vice President and above. Deferred compensation plan liabilities at December 31, 2024 were immaterial.

401(k) Plan
We have a defined contribution plan (“401(k) Plan”) which allows eligible employees to contribute up to 75% of their compensation up to the Internal Revenue Service maximum. We match each employee’s deferrals (contributions) at 100% for the first 3% and 50% of the fourth and fifth percentages of compensation and may make additional contributions at our discretion. Employees are immediately vested in the contributions made by us. Our contributions to the 401(k) Plan were $2.0 million, $1.9 million, and $1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, and are recorded in cost of revenue and general and administrative expense. We have made no discretionary contributions to the 401(k) Plan to date.