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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