ARRAY TECHNOLOGIES INC (ARRY)
Sector: Industrials
2026 Annual Meeting Analysis
ARRAY TECHNOLOGIES INC · Meeting: May 19, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of our Class III director nominees, each for a three-year term
Against Analysis
Mr. Forth has served as Board Chair since 2020 and Array's stock has fallen 65% over three years while the company's own peer group fell only 26% — a gap of nearly 39 percentage points that exceeds the policy's 20-point trigger for directors whose tenure fully overlaps the underperformance period, and the five-year record is even worse, so no mitigating pass applies.
Mr. Hostetler joined the board in 2022 as CEO-director, giving him tenure that covers the bulk of the three-year underperformance period; Array's stock has trailed its peer group by nearly 39 percentage points over three years, surpassing the 20-point trigger, and as an executive director he is subject to the same performance accountability standard as independent directors under this policy.
Mr. Schmid has served on the board since August 2021, meaning his tenure fully overlaps the three-year underperformance period during which Array's stock trailed its peer group by nearly 39 percentage points; the five-year record is comparably poor, so the policy's mitigating exception for directors with a stronger long-term track record does not apply.
For Analysis
All three Class III nominees — Board Chair Brad Forth, CEO Kevin Hostetler, and independent director Gerrard Schmid — are voted AGAINST because Array's stock has fallen 65% over three years while its own disclosed peer group fell only 26%, a 39-percentage-point gap that exceeds the policy trigger for directors with full tenure overlap; the five-year record is worse still, so no long-term-track-record mitigant is available for any of the three.
Say on Pay
✗ AGAINSTCEO
Kevin Hostetler
Total Comp
$6,803,799
Prior Support
48%%
The prior year Say on Pay vote received only about 48% support — well below the 70% threshold that requires demonstrated remediation — and while the company conducted extensive shareholder outreach and made some forward-looking commitments (no mid-cycle changes in 2025, no special retention grants in 2025), the structural changes remain partially incomplete: the 2025 LIP still used two six-month measurement periods rather than a full annual cycle, PSU metrics rely on shorter one-year measurement windows rather than the three-year periods preferred under this policy, and the company has not yet returned to fully standard long-term incentive design. Additionally, the CEO received total compensation of approximately $6.8 million in a year when the company's stock has declined 65% over three years and underperformed its own peer group by nearly 39 percentage points, raising pay-for-performance alignment concerns even though the performance stock awards have appropriately paid out at zero over completed cycles.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,041,540
Non-Audit Fees
$860,882
Non-audit fees (tax fees of $88,996 plus all other fees of $771,886, totaling approximately $860,882) represent about 17% of audit fees of $5,041,540, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Array's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of an Amendment to our Amended and Restated Certificate of Incorporation to declassify our Board and phase-in annual director elections
This board-proposed amendment moves Array from a classified board structure — where directors serve staggered three-year terms and shareholders can only vote on roughly one-third of the board each year — to annual elections for all directors, which is a clear improvement in shareholder accountability and mainstream governance practice. The policy directs support for charter amendments that improve governance relative to the current baseline, and eliminating a classified board is an unambiguous step in that direction. The company proactively proposed this change in direct response to stockholder feedback, which further supports a favorable vote.
Overall Assessment
The 2026 Array Technologies ballot presents four proposals: all three Class III director nominees are voted AGAINST due to severe and sustained stock underperformance versus the company's own peer group over three and five years; the auditor ratification passes cleanly on fee ratios; the Say on Pay vote is AGAINST given the prior year's below-70% support and only partial structural remediation; and the board's own proposal to declassify itself and move to annual director elections is supported as a meaningful governance improvement responsive to shareholder concerns.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing