Nextracker Appoints Elizabeth F. Smith to Board

TL;DR

Nextracker adds Schlumberger CFO alum Elizabeth Smith to its board.

AI Summary

On November 19, 2024, Nextracker Inc. announced the appointment of Ms. Elizabeth F. Smith as a new Class II director, effective immediately. Ms. Smith, who will serve on the Audit Committee and Compensation Committee, brings extensive experience from her previous roles, including as Executive Vice President and Chief Financial Officer of Schlumberger Limited.

Why It Matters

The addition of an experienced financial executive like Ms. Smith to the board could signal a focus on financial oversight and strategic growth for Nextracker.

Risk Assessment

Risk Level: low — This filing is a routine board appointment and does not involve any financial distress or significant operational changes.

Key Players & Entities

• Nextracker Inc. (company) — Registrant
• Elizabeth F. Smith (person) — Newly appointed Class II director
• Schlumberger Limited (company) — Previous employer of new director

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 NXT The Nasdaq Stock Market LLC Indic
• $15,000 — date; and outplacement services up to $15,000 (or, in the case of the CEO, $20,000).
• $20,000 — to $15,000 (or, in the case of the CEO, $20,000). Under the Executive Change in Contr

Filing Documents

• nxt-20241119.htm (8-K) — 35KB
• 0001852131-24-000029.txt ( ) — 157KB
• nxt-20241119.xsd (EX-101.SCH) — 2KB
• nxt-20241119_lab.xml (EX-101.LAB) — 21KB
• nxt-20241119_pre.xml (EX-101.PRE) — 12KB
• nxt-20241119_htm.xml (XML) — 3KB

From the Filing

nxt-20241119 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 001-41617 36-5047383 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6200 Paseo Padre Parkway , Fremont , California 94555 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 270-2500 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Class A Common Stock, par value $0.0001 NXT The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 19, 2024, the Board of Directors (the " Board ") of Nextracker Inc. (the " Company ") approved, upon the recommendation of the Compensation and People Committee of the Board, an executive severance plan (the " Executive Severance Plan ") and an executive change in control severance plan (the " Executive Change in Control Severance Plan ", and together with the Executive Severance Plan, the " Severance Plans ") for the benefit of employees of the Company at the level of executive vice president or above, including the Company's Chief Executive Officer (" CEO ") and each of the Company's other named executive officers. Under the Executive Severance Plan, in the event of the executive's termination of employment by the Company without "cause" or the executive's resignation for "good reason" (as such terms are defined in the Executive Severance Plan) that occurs other than in connection with a change in control of the Company, the executive will be eligible to receive the following: a cash severance payment equal to one (1) times (or, in the case of the CEO, two (2) times) the sum of the executive's base salary and target bonus; a pro-rated target bonus for the fiscal year in which the termination date occurs, less any bonus previously paid; any earned but unpaid annual bonus for prior years; any unvested equity awards subject only to service-based vesting conditions will accelerate and become vested to the extent such awards were scheduled to vest within 12 months (or, in the case of the CEO, 18 months) following the executive's termination of employment; any unvested equity awards subject to performance-based vesting conditions (x) shall be deemed to have achieved the performance goals at the target performance level and (y) will accelerate and become vested to the extent such awards were scheduled to vest (as to service) within 12 months (or, in the case of the CEO, 18 months) following the executive's termination of employment (with such acceleration to be made on a pro-rata basis determined based on the period during the applicable service-vesting period that the executive was actually employed prior to his or her termination date); continuation of benefits under COBRA for one (1) year (or, in the case of the CEO, two (2) years) following the executive's termination date; and outplacement services up to $15,000 (or, in the case of the CEO, $20,000). Under the Executive Change in Control Severance Plan, in the event of the executive's termination of employment (x) by the Company without "cause", (y) the executive's resignation for "good reason" or (z) executive's death or disability (as such terms are defined in the Executive Change in Control Severance Plan), in each case during the period that begins six (6) months before the date of a change in control and ending twenty four (24

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