David Bennett
About David Bennett
David Bennett is Nextracker’s Chief Accounting Officer (since May 2024) and previously served as Chief Financial Officer from June 2021 through May 2024; he is 55, a CPA (inactive) in Colorado, and holds a BA in Business (Accounting & Finance) from the University of Colorado Boulder (Leeds School of Business) . Company performance during his finance leadership tenure included FY24 revenue of $2.50B and adjusted EBITDA of $521M , followed by FY25 revenue of $2.96B (18% YoY) and adjusted EBITDA of $776M (49% YoY) . Nextracker’s cumulative TSR (value of a $100 investment since IPO to fiscal year-end) was $138 at March 31, 2025, reflecting performance relative to its peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nextracker | Chief Accounting Officer | May 2024–present | Transitioned from CFO to CAO; continued leadership on accounting and reporting during scale-up |
| Nextracker | Chief Financial Officer | Jun 2021–May 2024 | Led finance through IPO/spin-off period and strong FY24 results |
| Flex Ltd. | Principal Accounting Officer; SVP Finance; VP Finance; Corporate Controller | 2005–2021 (PAO since Jul 2013; SVP 2014–2021; VP 2009–2014; Controller 2011–2013) | Senior finance leadership across controllership and FP&A for a global manufacturer |
| Deloitte & Touche LLP | Senior Manager | 1992–2005 | Audit/assurance leadership foundational to public-company reporting |
External Roles
No external public company directorships disclosed in the 2025 proxy executive officer biography .
Fixed Compensation
Multi-year Summary Compensation (USD):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $425,950 | $461,576 | $470,000 |
| Bonus (sign-on/other) | — | — | — |
| Share Awards (RSUs/PSUs grant-date fair value) | $1,679,690 | $6,034,020 | $1,767,984 |
| Option Awards (grant-date fair value) | $750,541 | $1,773,324 | — |
| Non-Equity Incentive Plan Compensation (STIP) | $301,000 | $738,521 | $585,291 |
| All Other Compensation | $146,092 | $14,431 | $14,184 |
| Total | $3,303,273 | $9,021,872 | $2,837,459 |
Annual bonus target and outcomes:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $425,950 | $461,576 | $470,000 |
| Target Bonus % | — | 80% | 70% |
| Actual Bonus Paid | $301,000 | $738,521 | $585,291 |
Note the shift from FY24 to FY25 reflects his move from CFO to CAO, with significantly lower equity grants and no FY25 option award .
Performance Compensation
FY25 Short-Term Incentive Plan (STIP) – Company Metrics and Payouts
| Metric | Weight | Threshold | Target | Maximum | Actual | Actual % | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 597 | 663 | 729 | 776 | 117% | 100% |
| Adjusted Free Cash Flow ($M) | 30% | 388 | 485 | 582 | 622 | 128% | 60% |
| Strategic Milestones (%) | 20% | 50 | 100 | 150 | 89.6 | 89.6% | 17.9% |
| Total Weighted Achievement | — | — | — | — | — | — | 177.9% |
Individual performance factor was 100% for all NEOs; Bennett’s FY25 STIP payout equaled 177.9% of target, i.e., $585,291 .
PSUs – Structure, Targets, and Earned Units
FY25 PSUs (vesting after 3 years; rTSR modifier 0.75–1.5x):
| Metric | Weight | Target | Actual | Achievement | Total Achievement |
|---|---|---|---|---|---|
| Revenue ($B) | 50% | 3.10 | 2.96 | 53% | 127% (combined) |
| Adjusted Diluted EPS ($) | 50% | 3.24 | 4.22 | 200% | 127% (combined) |
Initially earned FY25 PSUs for Bennett: 15,934 shares (subject to rTSR modifier and service to 2027) .
FY24 PSUs (vesting in 2026; rTSR modifier):
| Metric | Weight | Target (FY24) | Actual (FY24) | Achievement |
|---|---|---|---|---|
| Revenue ($B) | 50% | 2.19 | 2.50 | 114% |
| Adjusted EBITDA ($M) | 50% | 285 | 521 | 183% |
| Total Achievement | — | — | — | 200% |
Initially earned FY24 PSUs for Bennett: 127,032 shares (subject to rTSR modifier and service to 2026) .
FY23 PSUs (3 tranches; FY23=159.8%, FY24=200%, FY25 third tranche aggregate=189%):
| Tranche | Metric | Achievement | Bennett Earned Units (#) |
|---|---|---|---|
| FY25 tranche (financial + rTSR) | FY25 STIP + rTSR | 189% | 29,248 (third tranche); total over 3 years 71,011 |
Equity Ownership & Alignment
Beneficial ownership and outstanding equity detail:
- Beneficially owned Class A shares: 74,647 (as of June 5, 2025) .
- Stock ownership guidelines: 2x base salary for executive officers; 5-year compliance window; company reports all continuing NEOs have met or have remaining time to meet requirements .
- Hedging, pledging, and short sales are prohibited under Nextracker’s policies .
Outstanding and unvested awards (as of FY25 proxy):
| Instrument | Quantity | Strike/Value | Vesting/Expiration | Notes |
|---|---|---|---|---|
| Equity incentive options (unearned) | 119,048 | $21.00 | Expires 3/15/2027 | Vests 0–100% based on equity valuation CAGR to 3/31/2026 |
| Unexercisable options | 68,231 | $40.47 | Expires 6/21/2033 | Cliff vest 6/21/2026 |
| RSUs (granted 6/21/2023) not vested | 44,461 | $1,873,595 market value | 30% 2024; 30% 2025; 40% 2026 | |
| RSUs (granted 5/21/2024) not vested | 16,782 | $707,193 market value | 30% 2025; 30% 2026; 40% 2027 | |
| RSUs (granted 4/6/2022) remaining | 15,476 | $652,159 market value | These remaining RSUs vested on 4/1/2025 | |
| FY23 PSUs (unearned) | 31,758 | $1,338,282 market value | Subject to performance and service; vest by 2025 | |
| FY24 PSUs (unearned) | 16,782 | $717,193 market value | Subject to rTSR; vest by 2026 | |
| RSUs (grant 7) not vested | 71,011 | $2,992,404 market value | Service-based; schedule per grant | |
| RSUs (grant 8) not vested | 95,274 | $4,014,846 market value | Service-based; schedule per grant |
Vesting calendars constrain near-term supply and may impact selling pressure around 2026–2027 as cliff-vested options and RSUs vest .
Insider trading plans and selling pressure:
- Terminated Rule 10b5-1 plan (up to 19,602 shares) on June 9, 2025; adopted new Rule 10b5-1 plan on June 10, 2025 (up to 29,178 shares to be sold; expiration June 4, 2026), subject to minimum price thresholds .
- Adopted another Rule 10b5-1 plan on September 12, 2025 (up to 33,725 shares to be sold; expiration March 20, 2026), subject to minimum price thresholds .
- Company Insider Trading and Trading Window Policy bars hedging/pledging and mandates blackout windows and preclearance for Section 16 officers .
Employment Terms
- Executive Severance Plan (approved Nov 19, 2024): If terminated without cause or resigns for good reason (outside a CIC window), CAO receives cash severance equal to 1x base salary + 1x target bonus; pro-rated target bonus for year of termination; acceleration of service-based vesting for awards scheduled to vest within 12 months; performance awards deemed at target with pro-rata service vesting within 12 months; COBRA benefits for one year; up to $15,000 outplacement .
- Executive Change in Control Severance Plan (double trigger, CIC window from 6 months before to 24 months after): Cash severance equal to 2x base salary + 2x greater of target or actual annual bonus; pro-rated bonus for year of termination; full acceleration of unvested equity (performance awards at greater of target or actual performance as of CIC); COBRA benefits for two years; 401(k) matching equivalent for two years; up to $15,000 outplacement .
- Clawback: Company adopted a Dodd-Frank Rule 10D-1 compliant recoupment policy covering incentive compensation upon restatements, regardless of misconduct, for three years .
- Ownership/Trading: Robust stock ownership guidelines and strict insider trading windows; preclearance required; overlapping 10b5-1 plans prohibited; hedging/pledging prohibited .
Investment Implications
- Alignment and retention: Bennett’s FY25 pay mix shifted materially lower in equity following the move to CAO, signaling reduced personal equity inflows versus FY24 and potentially stabilizing near-term selling pressure; however, substantial RSU and PSU balances vest across 2026–2027 and cliff options vest in June 2026 and valuation-based options expire in 2027, which could create supply overhang around those dates .
- Performance-linked incentives: PSUs emphasize revenue and adjusted EPS (FY25: 127% payout before rTSR) and prior-year revenue/adjusted EBITDA (FY24: 200%), tying realized equity strongly to operational performance and relative TSR, a constructive alignment for shareholders .
- Insider selling set-ups: Two Rule 10b5-1 selling programs adopted in mid- and late-2025 (total potential sales up to ~62,903 shares), each with minimum price thresholds and defined expirations (March/June 2026), suggests programmed liquidity that could modestly impact float but also reduces discretionary timing risk .
- Governance safeguards: Double-trigger CIC, target-level treatment for performance awards, and a strict clawback/insider policy reduce agency risk and limit shareholder-unfriendly practices (no excise tax gross-ups; no hedging/pledging) .
- Say-on-pay context: Shareholder support of 85% in 2024 (down from 98.1% in 2023) reflects constructive but scrutinizing sentiment; FY25 program changes separated STIP vs PSU metrics per investor feedback, improving design integrity .