SEC Form DEF 14A filed by Shoals Technologies Group Inc.

We are pleased to invite you to attend the Annual Meeting of Shareholders of Shoals Technologies Group, Inc. (“Shoals” or the “Company”) to be held on Thursday, May 1, 2025, at 10:00 a.m. Eastern Time (the “Annual Meeting”). This year’s Annual Meeting will be conducted virtually, via live audio webcast. You will be able to attend the meeting online by visiting www.virtualshareholdermeeting.com/SHLS2025. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your notice of internet availability of proxy materials, proxy card or the voting instruction form received from your bank or broker. Once you have logged in to the virtual meeting, you will be able to submit questions and vote your shares electronically during the Annual Meeting.

The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote.

You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the notice of internet availability of proxy materials, proxy card or voting instruction form received from your bank or broker. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

The 2025 annual meeting of shareholders of Shoals Technologies Group, Inc. (the “Company”) will be held via the internet at www.virtualshareholdermeeting.com/SHLS2025 on Thursday, May 1, 2025, at 10:00 a.m. Eastern Time for the following purposes:

Our Board of Directors has set the record date as March 10, 2025. Only shareholders that owned shares of the Company’s Class A common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment or postponement thereof. A list of shareholders entitled to vote at the meeting will be available for examination by any shareholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 1, 2025, at 1400 Shoals Way, Portland, Tennessee 37148.

The notice of internet availability of proxy materials is first being delivered to the Company’s shareholders of record on or about March 20, 2025.

Our business and affairs are managed under the direction of our Board, which is currently composed of eight directors. Our Board has determined that all directors, except for our Chief Executive Officer, Brandon Moss, meet the Nasdaq requirements to be independent directors.

Our Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”) provides that the authorized number of directors may be changed only by resolution of our Board. Our Certificate of Incorporation historically provided that our Board would be divided into three classes of directors, with the classes as nearly equal in number as possible. However, at our 2024 annual meeting of shareholders, our shareholders approved an amendment to our Certificate of Incorporation to declassify our Board and phase-in the annual election of directors, beginning with this Annual Meeting, such that from and after the 2027 annual meeting of shareholders, all nominees will be subject to election at each annual meeting and will serve for a term of one year and until such directors’ successors are duly elected and qualified or until such directors’ earlier death, resignation or removal in accordance with our Certificate of Incorporation or Bylaws.

The following table sets forth the director class, name, age as of March 6, 2025, and other information for each member of our Board:

The Board believes that in order for our Board to effectively guide us to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our shareholders, our Board seeks to, as a whole, be competent in key corporate disciplines, including risk management, crisis management, leadership, regulatory issues, reputational issues, accounting and financial acumen, business judgment, governance, social responsibility, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in the solar and energy industries. The Nominating and Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Code of Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. The Nominating and Corporate Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers (to the extent permissible under law) individuals with diverse viewpoints, accomplishments, cultural background, professional expertise, skills, personal characteristics and geographic representation, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our shareholders. Currently, of the eight directors on our Board, three self-identify as female and two self-identify as underrepresented minorities. The Nominating and Corporate Governance Committee also considers a combination of factors for each director, including (a) the nominee’s ability to represent all shareholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the

complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

Our Board believes the current directors embody a diverse range of viewpoints, backgrounds and skills. The following matrix provides information about each of our directors, including certain types of knowledge, skills, experiences, and attributes, as well as each director’s self-identified diversity information. The matrix does not encompass all of the knowledge, skill, experience, or attribute of our directors and does not suggest that a director who is not listed as having any particular knowledge, skill, experience, or attribute is unable to contribute to the decision-making process in such area. No individual knowledge, skill, experience, or attribute is solely dispositive of becoming a member of our Board.

The Nominating and Corporate Governance Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and regulatory and social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its shareholders, and guide the long-term sustainable, dependable performance of the Company.

Director nominees that possess the skills and qualifications necessary for service are recommended for nomination to the Board by the Nominating and Corporate Governance Committee and the committee is responsible for proposing directors for election by the shareholders at each annual meeting and for proposing candidates to fill any vacancies. Candidates for independent Board member positions are identified through recommendations from directors or others associated with the Company, as well as through a formal search process managed by a third-party search firm. The Nominating and Corporate Governance Committee may also request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings.

At our 2024 annual meeting, shareholders approved an amendment to declassify our Board and phase in annual director elections, starting with this Annual Meeting. By 2027, all nominees will be elected annually for one-year terms. Subject to any earlier resignation or removal in accordance with the terms of our current Certificate of Incorporation and our Bylaws, our Class I directors will serve until this Annual Meeting (and, if elected, until the annual meeting of shareholders to be held in 2026), our Class II directors will serve until the annual meeting of shareholders to be held in 2026, and our Class III directors will serve until the annual meeting of shareholders to be held in 2027. Our Certificate of Incorporation currently provides that our directors may be removed at any time (i) prior to the date of the 2027 annual meeting of shareholders, only for cause, and (ii) following the date of the 2027 annual meeting of shareholders, either with or without cause, in each case, by the affirmative vote of a majority of the voting power of our outstanding shares of stock entitled to vote thereon.

The Nominating and Corporate Governance Committee will consider shareholder nominations for membership on the Board. For the 2026 Annual Meeting, nominations must be sent by both (i) hand delivery, overnight courier service, or by certified or registered mail, return receipt required, in each case, to the Secretary at the principal executive offices of the Company at 1400 Shoals Way, Portland, Tennessee 37148, and (ii) by electronic mail to the Secretary through email at [email protected]. Such nominations will then be forwarded to the Nominating and Corporate Governance Committee. Nominations must be in writing and we must receive the nomination no later than the close of business on January 30, 2026, and no earlier than the close of business on December 31, 2025. Nominations must meet the procedural requirements specified in our Bylaws. Nominations must also comply with the requirements set forth in Rule 14a-19 of the Exchange Act. Shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Chief Legal Officer and Corporate Secretary that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked and transmitted electronically to the Chief Legal Officer and Corporate Secretary at the Company’s principal executive offices no later than March 2, 2026, according to the instructions set forth above for notice of nominations. Any shareholder nomination that fails to comply with the advance notice requirements of our Bylaws or with the requirements set forth in Rule 14a-19 will be disregarded by the Company.

When filling a vacancy on the Board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating and Corporate Governance Committee has engaged and may engage third parties to assist in the search and provide recommendations and also considers recommendations from current directors and shareholders. All candidates and nominees are evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee charter.

Our Board recommends that the nominees below be elected as Class I members of the Board at the Annual Meeting.

Each nominee has consented to be named in this proxy statement, has agreed to serve if elected, and was recommended for election by the Nominating and Corporate Governance Committee for consideration by the Board and our shareholders. On August 7, 2024, after a search conducted with the assistance of a third-party search firm, and with the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Niharika Taskar Ramdev as a director based on Ms. Ramdev’s skills, qualifications and experiences. Ms. Ramdev is a Class I director and is a nominee recommended for election at the Annual Meeting. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

Ty Daul. Mr. Daul began serving on our Board in March 2021. Since 2024, Mr. Daul has served as a member of the Board of Directors of LandBridge Company, LLC (NYSE: LB), a large land holdings company providing resources to the energy and datacenter industries, where he also serves as a member of the audit committee. Since May 2020, Mr. Daul has been Chief Executive Officer and a member of the Board of Directors of Primergy Solar, a developer, owner and operator of both distributed and utility scale solar PV and energy storage projects across North America. Prior to Primergy, from March 2017 to May 2020, Mr. Daul served as Vice President of Canadian Solar’s energy project development business throughout North and South America, and was President of Recurrent Energy Group, a wholly owned subsidiary of Canadian Solar that functions as the company’s U.S. project development arm. Prior to Canadian Solar, Mr. Daul served as Senior Vice President, Americas Power Plants of SunPower Corporation from May 2015 to March 2017. In addition, Mr. Daul served on the Board of 8point3 Energy Partners LP, the publicly traded yieldco formed by SunPower Corporation and First Solar, Inc., from June 2015 to March 2017. Prior to joining SunPower, he co-founded Element Power in 2009 and oversaw the company’s wind and solar businesses in the Americas for five years. Mr. Daul has more than three decades of experience in the power generation industry, Mr. Daul has been integrally involved in more than 12 GW of operating wind, solar and battery energy storage projects representing well over $13 billion of total investment. Mr. Daul’s energy industry experience also includes seven years at Iberdrola Renewables, Inc. (f/k/a PPM Energy Inc.), Entergy Corp. and Newport Generation Ventures, LLC. He is currently on the Board of Directors of the Solar Energy Industries Association, as well as Infinigen Renewables, a Puerto Rico based clean energy IPP. Mr. Daul also served on the Wind Solar Alliance Board for more than seven years. He earned a B.S. in mechanical engineering from the University of Washington and an MBA from Texas A&M University.

The Board believes Mr. Daul’s expertise in the energy industry and his experience as a seasoned leader with an ability to execute complex transactions across diverse technologies and teams qualifies him to serve as a director of our Board.

Toni Volpe. Mr. Volpe began serving on our Board in March 2021. Mr. Volpe has been the CEO of Nadara Ltd., a global leader in the development, construction and asset management of renewable energy plants with over 4 GW of solar and wind assets in operations, a pipeline of projects of 18 GW, and is present in nine European countries and the U.S., since January 2024, a role he assumed after the merger of Ventient Energy and

Renantis S.p.A., where he had been CEO since March 2016. Prior to Nadara, Mr. Volpe served in various senior leadership positions at Enel, leading as CEO of the North American business of Enel Green Power (EGP) and contributing to its portfolio diversification in geothermal, solar, mini-hydro, wind, and biomass. Mr. Volpe also served as CEO of Enel Romania, a regulated electricity distribution business that covers one third of the country. Mr. Volpe graduated magna cum laude in Management, Economics and Industrial Engineering, at Polytechnic of Milan and obtained his MBA from Columbia Business School.

The Board believes Mr. Volpe’s broad experience in the energy industry, and his expertise as a board member and senior executive in the industry for 20 years, qualifies him to serve as a director of our Board.

Niharika Taskar Ramdev. Ms. Ramdev began serving on our Board in 2024. Since November 2022, Ms. Ramdev has served as a member of the Board of Directors, the chair of the audit committee, and as a member of the compensation and nominating committees of Silgan Holdings Inc. (NYSE: SLGN). From June 2022 to April 2024, Ms. Ramdev served as a member of the Board of Directors, and a member of the audit and finance committees of, Kaman Corporation (NYSE: KAMN). From August 2021 to September 2023, Ms. Ramdev served as a member of the Board of Directors, and a member of the audit committee of, Triton International Limited (NYSE: TRTN). From November 2021 to June 2022, Ms. Ramdev served as a member of the Board of Directors, and a member of the risk committee of, Renewable Energy Group (Nasdaq: REGI), where she also served as a member of the audit committee from May 2022 – June 2022. From December 2020 to May 2022, Ms. Ramdev served as a member of the Board of Directors, the chair of the audit committee, and a member of the compensation committee of XL Fleet (NYSE: XL) (n/k/a Spruce Power Holdings Corporation). Prior to Ms. Ramdev’s extensive board service, Ms. Ramdev held senior leadership roles at General Motors, where she most recently served as CFO, Global Cadillac, from 2018-2019. Ms. Ramdev holds a Bachelor of Commerce degree in Financial Accounting from University of Bombay (Mumbai), and a Master’s degree in Business Administration from Harvard Business School.

The Board believes Ms. Ramdev’s experience in finance, risk management, supply chain and international operations qualifies her to serve as a director of our Board.

Jeannette Mills. Ms. Mills began serving on our Board in August 2022. Ms. Mills is a senior operations executive with more than 30 years of commercial and regulatory experience in the energy and utilities sectors, as well as the consumer services sector. Ms. Mills’s career reflects a demonstrated track record of delivering solid achievements in business operations, risk management, strategy development, and financial management. Since August 2024, Ms. Mills has been Executive Vice President and Chief Administrative Officer at Tennessee Valley Authority (“TVA”), a federally owned electric utility, where she is responsible for leading the organizations that support all of TVA, including Technology and Innovation, Supply Chain, Safety and Health, Facilities, Security and Resiliency, and Aviation Services. As a member of TVA’s enterprise leadership team, Ms. Mills is instrumental in supporting TVA’s employees and the work they do to power TVA’s mission and the millions of customers they serve. From February 2020 to August 2024, Ms. Mills served as Executive Vice President and Chief External Relations Officer at TVA. Prior to joining TVA, from March 2017 to February 2020, she was Senior Vice President – Safety, Health, Environmental & Assurance of National Grid plc, a British multinational electricity and gas utility company. Prior to those positions, Ms. Mills held an executive position at the Maryland Public Service Commission, Baltimore Gas & Electric, and Medifast, Inc. (NYSE: MED), where she also served as a board member and member of the compensation committee. Ms. Mills also serves as a board member at the Women’s Foundation for a Greater Memphis, the American Association of Blacks in Energy, the Tennessee Theatre, and the Cal Ripken, Sr. Foundation. She holds a BS in Electrical Engineering from Virginia Tech University and an MBA from Loyola University Maryland.

The Board believes Ms. Mills’s extensive experience in the utilities industry in addition to her deep expertise in business operations, risk management, strategy development, and financial management, along with governance experience through her previous work on the board and compensation committee of Medifast, Inc. qualifies her to serve as a director of our Board.

Lori Sundberg. Ms. Sundberg began serving on our Board in March 2021. Since 2024, Ms. Sundberg has served as Chief Human Resources Officer at Cadence Education, a premier early childhood education center. From October 2021 to June 2024, Ms. Sundberg has served as HR Executive at Performance and Talent

Solutions, a consulting firm. Ms. Sundberg was the Chief Human Resources Officer of Quanergy Systems, Inc. (NYSE: QNGY), a leading provider of LiDAR sensors and smart 3D solutions, from June 2022 to February 2023. Prior to such position, she was an Executive Vice President and Chief Human Resources Officer for Western Digital Corporation (Nasdaq: WDC), from February 2018 to October 2021, a leading key global human resources initiatives and people strategies. Ms. Sundberg has more than 30 years of experience in developing and aligning HR strategy with business needs. She has led large corporate initiatives focused on culture, organization effectiveness, diversity, leadership development, merger and acquisitions, and total rewards. Before joining Western Digital, she served as SVP, Global Human Resources at Jacobs (NYSE: J), a global provider of technical, professional and construction services. Sundberg has also served as SVP, Human Resources and Ethics at Arizona Public Services Company, the largest electric utility in Arizona, and advanced through a series of HR leadership roles at American Express. Ms. Sundberg holds a Bachelor of Science degree in Business Management from Brigham Young University.

The Board believes Ms. Sundberg’s extensive experience in managing human resources and leading complex corporate initiatives, in addition to her broad understanding of different industries from financial services to utilities, qualifies her to serve as a director of our Board.

Brad Forth, Chair. Mr. Forth began serving on our Board in June 2017. Mr. Forth has more than 30 years of experience in the energy industry. Mr. Forth began his career as a design engineer at Power Measurement, Inc. in 1988, where he was responsible for pioneering research in the field of digital power metering and energy management systems. Mr. Forth remained at Power Measurement in various capacities for 18 years, and was its Chief Executive Officer from 1998 to 2005 when it was acquired by Schneider Electric. In 2006, Mr. Forth joined GFI Energy Group as a Partner until 2009. Mr. Forth was a Managing Director at Oaktree Capital Management (“Oaktree”) from 2009 to 2016, and a Senior Advisor to Oaktree’s GFI Energy Group from 2016 to 2021. In June 2022, Mr. Forth joined Neos Partners as a Senior Partner. Mr. Forth is a former board member of Xantrex Technology, The Kirlin Group and OpTerra Energy Group, and a former board chair of GT Solar Incorporated, Turbine Generator Maintenance, Cannon Technologies, GoodCents and TenK Solar. Mr. Forth is currently a board member of Array Technologies (Nasdaq: ARRY), a solar tracking and solutions company, since July 2016. Mr. Forth received a Bachelor of Electrical Engineering degree from the University of Victoria in Canada.

The Board believes Mr. Forth’s deep expertise in the energy industry, plus his experience as an investor and board member of several companies in the energy industry, and his service in different executive leadership roles qualifies him to serve as a director of our Board.

Robert Julian. Mr. Julian began serving on our Board in August 2022. From October 2021 through his retirement on January 31, 2024, Mr. Julian served as Chief Financial Officer of The RealReal, Inc. (the “TheRealReal”) (Nasdaq: REAL) the world’s largest online marketplace for authenticated, consigned luxury goods, where he was responsible for developing and shaping company strategy and driving profitable growth. Following Mr. Julian’s retirement from TheRealReal, Mr. Julian served as a consultant to TheRealReal through June 2024. Mr. Julian also served as the Co-Interim Chief Executive Officer of TheRealReal from June 2022 to February 2023. Prior to TheRealReal, Mr. Julian was Executive Vice President and Chief Financial Officer at Sportsman’s Warehouse, from April 2019 to October 2021, and Executive Vice President and Chief Financial Officer and Treasurer, at Deluxe Entertainment Services Group, from July 2017 to June 2018. Mr. Julian serves on the board of directors of Rayton Solar Inc., a producer of engineered wafers that can serve as the basis for next-generation electronics. Mr. Julian also serves as a member of the board of directors of PROG Holdings, Inc. (NYSE: PRG), a fintech holding company that provides payment options and inclusive consumer financial products, where he also serves as a member of the audit committee. Mr. Julian has more than 30 years of experience, having held several senior positions in different public and private companies throughout his career. He holds a BA in Finance from Michigan State University and an MBA in Finance from the University of Michigan.

The Board believes Mr. Julian’s expertise in developing and leading high performing finance, accounting and IT teams across a wide range of industries, including manufacturing, technology, consumer products, distribution, retail, and business services sectors, as well as his hands on experience in various public company boards matters, qualifies him to serve as a director of our Board.

Brandon Moss. Mr. Moss joined the Company as Chief Executive Officer in July 2023, and began serving on our Board in February 2024. Prior to joining the Company, Mr. Moss served as President, Tools, Components & Assembled Solutions Business of Southwire Company, one of North America’s largest wire and cable developers, manufacturers and suppliers, since 2014. Prior to that, Mr. Moss served as Vice President, Retail Sales of Southwire Company from 2009 to 2013, and Director of Sales of Southwire Company from 2007 to 2009. Prior to Southwire Company, Mr. Moss served as Account Manager of Lutron Electronics, a designer and manufacturer of lighting control systems for both residential and commercial applications, from 2002 to 2007. Prior to Lutron Electronics, Mr. Moss served as a Territory Manager of Black & Decker, a global provider of hand tools, power tools, outdoor products and related accessories, from 2000 to 2002. Mr. Moss is currently on the Board of Directors of the Solar Energy Industries Association. Mr. Moss earned a Master of Business Administration from Wake Forest University and a Bachelor’s degree in Marketing from Miami University.

The Board believes Mr. Moss’s extensive senior leadership experience, more than twenty years of experience in the electrical industry, M&A and business integration experience, understanding of global supply chains and efficient manufacturing processes and comprehensive knowledge of our business and perspective of our day-to-day operations qualifies him to serve as a director of our Board.

For a director to be independent, the Board must determine that such director does not have any direct or indirect material relationship with the Company. Pursuant to our Corporate Governance Guidelines, the Board has undertaken its annual review of director independence based on the standards set forth by Nasdaq and Company procedures.

The Board has affirmatively determined that Ty Daul, Toni Volpe, Niharika Taskar Ramdev, Jeannette Mills, Lori Sundberg, Brad Forth and Robert Julian meet the Nasdaq requirements to be independent directors. The Board has also affirmatively determined that each member currently serving on the Compensation Committee is independent under the heightened independence standards for compensation committee members under the listing standards of the Nasdaq and the rules and regulations of the SEC. Additionally, the board has affirmatively determined and that each member currently serving on the Audit Committee is independent under the heightened independence standards required for audit committee members by the listing standards of the Nasdaq and the rules and regulations of the SEC. In making these determinations, the Board considered the transactions and relationships set forth below under “Certain Relationships and Related Party Transactions,” and reviewed information provided by the directors and by the Company with regard to the directors’ business and personal activities as they relate to the Company and its affiliates. In addition, the Board considered the Company’s proposed contracts with the Tennessee Valley Authority (“TVA”) with respect to certain investments to be made by the Company in the state of Tennessee, and certain credits and incentives to be provided by or through TVA in connection therewith (which amounts do not exceed the greater of $200,000 or 5 percent of the recipient’s gross revenues, in either case). Although Ms. Mills is an executive officer of the TVA, she did not participate in any negotiations, approvals or discussions regarding the Company’s arrangement with the TVA nor has any direct or indirect material interest in such transaction.

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

For the year ended December 31, 2024, our Board held 4 regular meetings and 3 special meetings. During 2024, the Audit Committee held four regular meetings and one special meeting, the Compensation Committee held four regular meetings, and the Nominating and Corporate Governance Committee held four regular meetings. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. All directors then in office attended the 2024 annual meeting of shareholders. In 2024, each director attended at least 75% of the total aggregate number of meetings of the Board and any Board committees on which such director served during such director’s tenure, other than Niharika Taskar Ramdev, who was appointed to the Board on August 9, 2024, and attended one of two Audit Committee meetings and one of one Board meetings held during her time of service, reflecting her recent appointment well into the fiscal year.

Each of our standing committees has a written charter which is available on the Investor Relations page of our website at https://investors.shoals.com. Our website is not part of this notice and proxy statement.

The table below sets forth the current composition of our Board committees, as well as the number of regular and special meetings held by each committee:

Our Audit Committee is composed of Ms. Ramdev and Messrs. Daul, Volpe and Julian, with Mr. Julian serving as Chair of the committee. Our Board has affirmatively determined that all members of our Audit Committee meet the independence requirements of Rule 10A-3 under the Exchange Act and the listing standards of Nasdaq, have not participated in the preparation of the Company’s financial statements or any current subsidiary during the past three years, and are able read and understand fundamental financial statements.

In addition, our Board has determined that each of Mr. Julian and Ms. Ramdev is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose on Mr. Julian or Ms. Ramdev any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board.

The Audit Committee is responsible for, among other matters:

Our Compensation Committee is composed of Ms. Sundberg and Messrs. Forth and Julian, with Ms. Sundberg serving as Chair of the Compensation Committee. Our Board has affirmatively determined that all members of the Compensation Committee meet the independence requirements of the listing standards of Nasdaq and further qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act. The members of the Compensation Committee are not current or former employees of the Company, are not eligible to participate in any of the Company’s executive compensation programs, do not receive compensation that would impair their ability to make independent judgments about executive compensation and are not “affiliates” of the Company, as defined under Rule 10C-1 under the Exchange Act. The Compensation Discussion and Analysis section of this proxy statement provides details regarding the basis on which the Compensation Committee determines executive compensation.

The Compensation Committee is responsible for, among other matters:

The Compensation Committee has the ability, under its charter, to select and retain, at the expense of the Company, independent legal and financial counsel and other consultants necessary to assist the Compensation

Committee as the Compensation Committee may deem appropriate, in its sole discretion. The Compensation Committee also has the authority to select and retain any compensation consultant to be used to survey the compensation practices in the Company’s industry and to provide advice so that the Company can maintain its competitive ability to recruit and retain highly qualified personnel. The Compensation Committee has the sole authority to approve related fees and retention terms for any of its counsel and consultants.

During 2024, the Compensation Committee continued to use the services of Pay Governance LLC (“Pay Governance”), as an independent compensation consultant, in fulfilling its obligations under its charter, to provide the Compensation Committee with objective expert analyses, assessments, research, and recommendations for executive compensation programs, incentives, executive benefits, and non-executive director compensation. The Compensation Committee selected Pay Governance to serve as its independent consultant only after assessing the firm’s independence, which concluded that no conflicts of interest existed. See the section entitled “Compensation Discussion and Analysis—Key Participants in the Compensation Process—The Role of the Independent Consultant” for more information.

Our Nominating and Corporate Governance Committee is composed of Ms. Sundberg, Mr. Forth and Ms. Mills, with Mr. Forth serving as Chair of the Nominating and Corporate Governance Committee. Our Board has affirmatively determined that all members of the Nominating and Corporate Governance Committee meet the independence requirements of the listing standards of Nasdaq.

The Nominating and Corporate Governance Committee is responsible for, among other matters:

The following section describes our Board leadership structure, the reasons our Board considers that this structure is appropriate at this time, the roles of various positions, and related key governance practices. Our Board believes that the separation of the roles of Chair and Chief Executive Officer benefit the Company and its shareholders at this time.

With respect to the roles of Chair and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Since the IPO, the roles of Chair and Chief Executive Officer have been separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chair, streamlines decision-making, and enhances accountability.

Our Chief Executive Officer, Mr. Moss, is a member of the Board, but is not the Chair of the Board. The Board believes that, at this time, separating the roles of Chair and Chief Executive Officer is the most effective leadership structure because it allows Mr. Moss to focus on the management of the Company, day-to-day operations and engaging with external stakeholders.

Our Chair, Mr. Forth, an independent member of the Board, focuses his attention on the broad strategic issues considered by the Board leveraging his strong background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing overall guidance to our Chief Executive Officer as to the Board’s views and perspectives. Mr. Forth has valuable experience on the issues, challenges, and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters.

Our Nominating and Corporate Governance Committee conducts an annual performance evaluation to determine whether the Board and its committees are functioning effectively. This evaluation includes survey materials and a report to, and discussion of survey results with, the Nominating and Corporate Governance Committee and the full Board. The survey materials solicit feedback on organizational matters, business strategy, financial matters, board structure and meeting administration. The directors use discussions with the full Board to provide feedback, identify themes for the Board to consider, suggest specific action steps and review Board agendas. The evaluation focuses on the Board’s and the committees’ contributions to the Company, with an enhanced focus on areas in which the Board or management believes there could be improvement. In addition, focus areas identified through the evaluation will be incorporated into the Board’s agendas for 2025 to monitor progress.

As part of the annual Board self-evaluation, the Board evaluates whether the current leadership structure continues to be appropriate for the Company and its shareholders. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate.

The Compensation Committee reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation and evaluates the Chief Executive Officer’s performance in light of these goals and objectives. The Compensation Committee recommends to the Board the Chief Executive Officer’s compensation level or changes to such level based on the evaluation of the Chief Executive Officer’s performance and any other factors the Compensation Committee deems relevant.

The entire Board works with the Nominating and Corporate Governance Committee to evaluate potential successors to the Chief Executive Officer and other officers.

Pursuant to our Insider Trading Policy, we prohibit our employees, directors and officers from engaging in hedging transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, improve long-term organizational performance, and enhance shareholder value. The Board sets the tone at the top as it relates to enterprise risk management and encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day operations, and in 2023 the company initiated a comprehensive Enterprise Risk Management (“ERM”) assessment which continued through 2024 and included the hiring of Vice President of Internal Risk in 2024. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks,

but also understanding what level of risk is appropriate for a given company. To assist the Board in this understanding, and as part of our ongoing ERM assessment, our executive leadership team was surveyed for their input on the greatest risks to the Company and their results were utilized to develop a separate survey on organizational risk, which was then distributed to all employees at the director level and above. The involvement of our full Board in reviewing our business, including taking and responding to the results of the survey, is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk. Also starting in 2024, our Board began receiving quarterly briefings on cybersecurity matters and the Company’s efforts to prevent, detect, mitigate, and remediate cybersecurity risks.

While our full Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees.

In connection with its reviews of the operations of our business, our full Board addresses the primary risks associated with our business, such as regulatory and legal risks and strategic planning. Our Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge.

We are committed to ensuring our Board and its committees are consistently updated on threats to our business and receive consistent updates on risk mitigation processes. At periodic meetings of our Board and its committees, management reports to and seeks guidance from our Board and its committees with respect to what we believe are the most significant risks that could affect our business, such as legal and regulatory risks, cybersecurity and privacy risks, and financial, tax and audit related risks.

We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer. Our Code constitutes a “code of ethics,” as defined by Item 406(b) of Regulation S-K. Our Code of Ethics is available on the Investor Relations page of our website at https://investors.shoals.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendments to the Code of Ethics, or any waivers of its requirements that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website at https://investors.shoals.com.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Nominating and Corporate Governance Committee.

Shareholders and other interested parties may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. The Company will receive the communications and process them before forwarding them to the addressee. The Company may also refer communications to other departments within the Company. The Company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who serve as executive officers of the Company as of March 6, 2025:

Brandon Moss joined the Company as Chief Executive Officer in July 2023. Prior to joining the Company, Mr. Moss served as President, Tools, Components & Assembled Solutions Business of Southwire Company, one of North America’s largest wire and cable developers, manufacturers and suppliers, since 2014. Prior to that, Mr. Moss served as Vice President, Retail Sales of Southwire Company from 2009 to 2013, and Director of Sales of Southwire Company from 2007 to 2009. Mr. Moss is currently on the Board of Directors of the Solar Energy Industries Association. Mr. Moss earned a Master of Business Administration from Wake Forest University and a Bachelor’s degree in Marketing from Miami University.

Jeffery Tolnar has been our President since December 2022, and served as our Interim Chief Executive Officer from March 15, 2023 until July 17, 2023. He joined the Company as Senior Vice President, Electric Vehicle Solutions for the Company in April 2021. Prior to joining the Company, Mr. Tolnar served as Chief Commercial Officer of Greenlots, a leading provider of turnkey EV charging solutions acquired by Shell plc (NYSE: SHEL), from October 2017 to April 2021. Prior to his position at Greenlots, Mr. Tolnar served as president of global software solutions for Honeywell’s Homes, Buildings and Utilities businesses (Nasdaq: HON) from July 2016 to May 2017. Mr. Tolnar has served as Chairman of the Board of IONATE Limited, a technology company developing next generation Hybrid Intelligent Transformers, since June 2023. Additionally, Mr. Tolnar has served as a member of the Board of Directors and as Chairman of the Enterprise Risk Committee of Smith Seckman Reid, Inc., a leader among engineering firms in designing, consulting, and commissioning projects for public and private clients across the United States and around the world. Mr. Tolnar has over 30 years of experience, including leadership positions, across multiple industries, including telecommunications, energy, building technologies and electric mobility. Mr. Tolnar earned a Master of Business Administration from Baker University and a Bachelor’s degree in Science, Electrical and Electronics Engineering from Youngstown State University.

Dominic Bardos joined the Company as Chief Financial Officer in October 2022 with more than 30 years of experience in global finance and accounting across multiple industries, including retail, restaurant, consumer services, entertainment and hospitality. Prior to joining the Company, Mr. Bardos served as the Chief Financial Officer for Holley Inc. (NYSE: HLLY) (f/k/a Holley Intermediate Holdings, Inc.), a manufacturer and distributor of performance automotive products, from April 2021 until September 30, 2022. Mr. Bardos served as Vice President of Finance for Tractor Supply Company (Nasdaq: TSCO), the largest publicly traded rural lifestyle retailer, from 2018 to 2021. Previously, Mr. Bardos served as Chief Financial Officer for Cambridge Franchise Holdings, an operator of quick service restaurants across the southeast, from 2017 to 2018. Additionally, Mr. Bardos held several leadership positions at ServiceMaster (NYSE: SERV) including three years from 2014 to 2017 as the divisional Chief Financial Officer for Terminix, their largest international division. Mr. Bardos’s experience also includes leadership positions in financial planning & analysis, strategic sourcing, supply chain, and customer service operations in large organizations such as Caesars Entertainment (Nasdaq: CZR), Hilton Hotels, and Harrah’s Entertainment. Mr. Bardos earned a Master of Business Administration in Finance and a Bachelor’s degree in Management from the University of Memphis, Fogelman College of Business & Economics.

Inez Lund has been our Chief Accounting Officer since March 1, 2024. Prior to that, Ms. Lund most recently served as the Company’s Controller since December 2021, and initially joined the Company in May 2021 as Tax Director. Ms. Lund is a certified public accountant, with over 30 years of experience in various accounting and tax roles. Before joining the Company, Ms. Lund was a Senior Manager, Global Compliance and Reporting at Ernst & Young LLP between December 2019 and May 2021. She has both public and industry accounting experience, working primarily with companies in the manufacturing and financial services areas. Ms. Lund also had her own practice, Lund CPA Solutions, LLC, for over a decade, providing accounting and tax services to businesses and individuals.

From September 2014 to December 2019, Ms. Lund held several positions with American International Group, Inc., including Associate Director of Tax and Manager, AIG Global Investments Tax Group. Ms. Lund earned a Master’s degree in Professional Accountancy and a Bachelor’s degree in Accounting from the University of Nebraska, Lincoln.

The purpose of this Compensation Discussion and Analysis is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our Chief Executive Officer, our Chief Financial Officer, our next three mostly highly compensated executive officers serving as executive officers at the end of 2024, and up to two individuals who would have been named executive officers had they been serving as executive officers at the end of 2024 (“Named Executive Officers”). Our Named Executive Officers for 2024 were our Chief Executive Officer, Brandon Moss, our Chief Financial Officer, Dominic Bardos, our President, Jeffrey Tolnar, our Chief Accounting Officer, Inez Lund, and our former Chief Legal Officer and Corporate Secretary, Meghan Peetz.

The Company entered 2024 with expectations for continued growth in Adjusted EBITDA and Adjusted Free Cash Flow, a strong order book and operating leverage, and progress in addressing customer warranty claims in connection with the wire insulation shrinkback matter, all of which would support growth in shareholder value. We believed that 2024 would be a strong year for us, an outlook that was underscored by setting ambitious annual incentive plan and long-term incentive goals in February 2024.

Unfortunately, despite our outlook, 2024 was fraught with industry-wide challenges. As discussed in detail throughout our 2024 quarterly earnings calls, a long interconnection queue, increased AD/CVD (Anti-Dumping and Countervailing Duties) rhetoric, a rapidly shifting political climate with threats of tariffs and repeal or revision of the Inflation Reduction Act of 2022, shortage of utility equipment as a result of supply chain disruptions, persistently high interest rates, and a shrinking labor pool, all combined to drastically increase uncertainty, ultimately driving financial results lower than our original forecast. These challenges, which are expected to persist in the near-term, drove many customers to begin adjusting their project schedules for 2024 and beyond, resulting in a higher rate of project delays than the Company would have experienced in a more normalized business environment. Wood Mackenzie, a leading provider of data and analytics for the energy sector, reported that across the solar sector, 53 gigawatts of planned projects were moved into 2025 and beyond, and an unprecedented 70% of planned installations were experiencing delays. Ultimately, this volatility and uncertainty resulted in a negative impact on growth, profitability and valuation multiples across our sector.

The project slowdowns and delays affecting the Company are pervasive throughout the utility-scale solar market, and have impacted our results, lowering demand and sales volume. This impact, in-turn, eliminated the possibility of even threshold goal levels being achieved for the majority of the Company’s in-cycle annual and long-term incentive plans. While short-term volatility remains a challenge, our Board and management team are focused on what we are building for the long-term: a more resilient, consistent, and diversified business. We believe that the impact of today’s efforts will be realized in time and will position us for future success. To achieve our goals, we need a motivated management team. After significant consideration of multiple alternatives — and being cognizant of our shareholders’ experience during this turbulent time — with the full support of the Board, the Compensation Committee made the following determinations:

The Board views granting one-time retention equity awards outside our regular annual long-term incentive cycle and making changes to an AIP that is in-flight as extraordinary measures, necessary to support our current efforts and future success in building shareholder value. By limiting such discretion to only exceptional circumstances, the Board demonstrates its strategic commitment to the best interests of our shareholders.

For the fiscal year 2024 (the “2024 Fiscal Year”), our Named Executive Officers and their positions were as follows:

As described in more detail in the Executive Summary above, 2024 was a year marked by widespread industry disruptions. Regulatory and permitting delays, a rapidly shifting political stage, and labor and equipment availability all contributed to that challenging backdrop. The volatility in both the economic and political environment caused customers to reassess strategic priorities, renegotiate financial contracts with land developers, and reallocate scarce labor, which ultimately drove project timelines to move into 2025 and beyond. Driven by these market disruptions, full-year revenue totaled $399.2 million for the year, a 18.3% decline from 2023. Backlog and awarded orders on December 31, 2024 totaled $635 million, which is approximately flat from the prior year. Gross profit percentage increased by 120 basis points, primarily due to a reduction in wire insulation shrinkback expenses recorded in the current year versus the prior year, slightly offset by an increase in raw materials and labor input costs. In a market that was characterized by delays, disruptions, and uncertainty, management focused its attention and resources on executing its long-term strategy and on what it could control and influence in the near-term. This included winning new customers, automating manual processes, and developing new products, all of which will benefit customers and shareholders for years to come. Management believes that the Company has entered 2025 in a position of strength, with a more diversified order book and customer list, broader product offering, and entry into attractive new markets including Community, Commercial and Industrial, BESS, and International.

Our executive compensation program philosophy is as follows:

The objective of our executive compensation program is to attract, retain and motivate top talent to drive the Company’s current success and future growth. The guiding principles of our executive compensation program are as follows:

The Compensation Committee reviews and approves the compensation elements and compensation targets for each of our executive officers, including the Named Executive Officers. The Compensation Committee also makes determinations with respect to the AIP as it relates to our executive officers, including the approval of annual performance goals and subsequent achievement against those goals. The Compensation Committee administers all elements of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan (the “LTIP”) and approves any benefits or other related programs offered to executive officers. Further, the Compensation Committee evaluates the Company’s compensation programs on an annual basis to ensure our plans do not induce or encourage excessive risk-taking by participants.

During the 2024 Fiscal Year, our Chief Executive Officer and Chief People Officer, in consultation with Pay Governance, made recommendations to the Compensation Committee regarding compensation actions and incentive awards. The Chief People Officer serves as the liaison between the Compensation Committee and Pay Governance, providing internal data on an as-needed basis so that Pay Governance can produce comparative analyses for the Compensation Committee. The Company’s human resources, finance, and legal departments supported the work of the Compensation Committee by providing information, answering questions, and responding to various requests from committee members.

In the 2024 Fiscal Year, the Compensation Committee continued to use the services of Pay Governance in fulfilling its obligations under its charter. Pay Governance attended all of the Compensation Committee meetings in the 2024 Fiscal Year and provided the Compensation Committee with objective expert analyses, assessments, research, and recommendations for executive compensation programs, incentives, executive benefits, and non-executive director compensation. In this capacity, Pay Governance provided services that related solely to the work performed for, and at the direction of, the Compensation Committee. The Compensation Committee selected Pay Governance to serve as its independent consultant only after assessing the firm’s independence, which concluded that no conflicts of interest existed. The Compensation Committee retains the right to modify or terminate its relationship with Pay Governance or select other outside advisors to assist the Compensation Committee in carrying out its responsibilities.

The Compensation Committee believes that obtaining relevant market and benchmark data is important in making determinations about executive compensation. This information serves as a reference point for evaluating the Company’s executive compensation.

The peer group used by the Compensation Committee to evaluate executive compensation during the 2024 Fiscal Year was the same as the peer group used in 2023. These peer group members were previously selected by the Compensation Committee based on their financial performance, size and growth potential, as well as industry and business model, specifically focusing on companies engaged in solar energy, broader renewable energy, broader technology, electrical components, and engineered solutions.

The Compensation Committee regularly reviews executive compensation, taking into consideration input received through the Company’s regular and ongoing engagement with investors. During the second quarter of 2024, the Company’s management and Compensation Committee chair engaged with a cross-section of its shareholder base. Feedback from all discussions was shared with the appropriate Board Committee and/or the full Board.

Shareholders expressed overall support for the Company’s executive compensation program and design, as demonstrated by the 2024 annual meeting of shareholders say-on-pay vote results of approximately 82%. The Compensation Committee considers the results of the non-binding say-on-pay vote, as well as feedback from shareholder engagement, in making compensation decisions for the Named Executive Officers.

The compensation of our executive officers, including our Named Executive Officers, is reviewed in detail by the Compensation Committee during the first quarter of every fiscal year. Named Executive Officer direct compensation for the 2024 Fiscal Year, as determined in the first quarter of 2024, generally consisted of a base salary, an AIP annual award, and long-term incentive awards, each of which is detailed below.

During the summer of 2024, the Compensation Committee determined to grant Retention Equity Awards to the Named Executive Officers.

Our target compensation for executives is significantly tied to performance conditions (AIP and PSUs) or otherwise “at risk” compensation (RSUs, via service conditions and stock price). In 2024, CEO target pay was 51% performance-based and 87% at risk. On average, 2024 target pay for the other NEOs was 45% performance-based and 72% at risk. We generally believe this mix of pay, which is reflected in the charts below, provides strong incentives for our NEOs to remain with the Company and enables us to attract new talent, both of which are critical to building shareholder value.

The objective of our compensation program is to align executives’ compensation with the objectives of our strategy and operating results, attract and retain highly qualified executives, and provide incentives that drive shareholder value. Payout of the AIP is based on achievement of financial and individual goals. In February 2024, the Compensation Committee set financial and individual targets for the 2024 Fiscal Year AIP. As described in more detail below, broad-based industry challenges during 2024 led the Compensation Committee to make changes to the 2024 Fiscal Year AIP in the fall of 2024.

In February 2024, the Compensation Committee established the AIP opportunity for the Named Executive Officers based on the following metrics: Adjusted EBITDA (weighted at 60%), Adjusted Free Cash Flow (weighted at 15%) and an Individual Goals component (weighted at 25%). Whereas in Fiscal Year 2023, Adjusted EBITDA was the sole financial metric, the Compensation Committee decided to add Adjusted Free Cash Flow in 2024 because it provides a more complete view of annual performance.

Adjusted EBITDA is defined as net income (loss) plus (i) interest expense, (ii) interest income, (iii) income tax benefit (expense), (iv) depreciation expense, (v) amortization of intangibles, (vi) payable pursuant to the Tax Receivable Agreement (“TRA”) adjustment, (vii) gain on termination of TRA, (viii) equity-based compensation, (ix) acquisition-related expenses, (x), wire insulation shrinkback matter expenses, and (xi) wire insulation shrinkback matter litigation expenses. Adjusted Free Cash Flow is defined as net cash provided by operating activities plus/(minus) (i) purchases of property, plant, and equipment and (ii) cash outflows related to wire insulation shrinkback expenses.

Threshold, Target, and Stretch Adjusted EBITDA goals and Adjusted Free Cash Flow Goals, provided below, were approved by the Compensation Committee in February 2024 and were established based upon the Company’s fiscal 2024 operating plan approved by the Board. Adjusted EBITDA performance carries a weight of 60% in the 2024 Fiscal Year AIP determination, while Adjusted Free Cash Flow carries a weight of 15% in the 2024 Fiscal Year AIP determinations.

Each Named Executive Officer had 25% of their AIP award target based upon an Individual Management by Objectives (“Individual Goals”) component. The Individual Goals for 2024 are outlined below.

Throughout 2024, Shoals was experiencing significant project delays, which were pervasive across the utility-scale solar marketplace, ultimately resulting in 2024 revenue being pushed into 2025 and beyond. As a

result, the Compensation Committee reviewed the aggressive targets set for Adjusted EBITDA and Adjusted Free Cash Flow under the 2024 Fiscal Year AIP and concluded that such targets were no longer reflective of possible Company performance. In order to motivate AIP participants and reward them for their continued contributions to the Company during a turbulent time for the solar energy sector, the Compensation Committee determined, with the Board’s support, that it was in the Company’s best interest to treat the 2024 Fiscal Year AIP as follows (the “Revised AIP”):

The Compensation Committed believed that the Revised AIP appropriately balanced a reasonable reduction in payout opportunity as a result of the truncation of the performance period, while continuing to incentivize and motivate AIP participants to reach Company goals.

The revised financial metrics for the 6-month period from July through December 2024 were as follows:

The Compensation Committee considered these revised financial metrics to be rigorous when established because such goals were aligned with external guidance and internal budgeting.

Ms. Peetz resigned from the Company in August 2024, and therefore was not eligible to receive an AIP payout for 2024. The other Named Executive Officers earned annual incentives, as described below.

Adjusted EBITDA was attained at $50.7 million, resulting in this metric being preliminarily earned at 74.5% (the Threshold level). Adjusted Free Cash Flow was attained at $30.4 million, resulting in this metric being preliminarily earned at 200% (the Stretch level).

Each Named Executive Officer who participated in the 2024 Fiscal Year AIP had Individual Goals that were approved by the Compensation Committee. Performance assessment and key achievements are outlined below. The Individual Goals for the 2024 Fiscal Year AIP measured performance for the full fiscal year and were designed to drive shareholder value. Each Individual Goal may be earned between 0 % - 200% of target.

Under the Revised AIP, the total AIP payout opportunity was capped at 50% of the original 2024 Fiscal Year opportunity. The table below shows what the preliminary payouts would have been without accounting for the cap, and the final payouts after accounting for the cap.

The Company maintains the LTIP, which was adopted on January 26, 2021. Each of our Named Executive Officers is eligible to participate in the LTIP, which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards or cash awards to employees and consultants of the Company and its affiliates and non-employee directors on the Board. The Compensation Committee determines the size and vesting terms of awards made under the LTIP and administers all other aspects of the LTIP.

In the 2024 Fiscal Year, the Compensation Committee approved two types of grants for the Company’s annual LTI awards under the LTIP, PSUs and RSUs, with each addressing long-term shareholder value alignment in different ways. The Compensation Committee believes that granting a combination of PSUs and RSUs provides alignment with shareholder interests, retention value, and a direct connection between pay and performance of our Company over the long-term. The 2024 LTI award grants for our Named Executive Officers were allocated 50% as PSUs and 50% as RSUs.

The PSUs granted to our Named Executive Officers in the 2024 Fiscal Year vest after a three-year performance period ending on December 31, 2026, subject generally to continued employment through the date the Compensation Committee certifies achievement of such performance criteria following the end of such performance period.

50% of the 2024 PSU awards are subject to performance-based vesting based upon the Company’s Net Revenue Growth CAGR targets, which will then be modified based upon the Company’s Net Revenue Growth CAGR relative to a pre-selected peer group. Specifically, this portion of the PSU award will be multiplied by 1.5x for performance at the 80th percentile or above, 1.0x for performance at the 50th percentile, and 0.5x for performance at the 20th percentile or below. Interpolated payouts will be calculated for performance between the 20th percentile and 50th percentile or between the 50th percentile and 80th percentile. The modifier was implemented for the first time in the 2024 Fiscal Year to acknowledge both absolute and relative growth

performance. For purposes of the 2024 PSU awards, “Net Revenue Growth CAGR” means the applicable company’s compound annual growth rate, measured as of the last day of the applicable performance period.

The remaining 50% of the 2024 PSU awards are subject to performance-based vesting based upon Cumulative Adjusted Diluted Earnings Per Share (“EPS”) targets, which is a new measure for the 2024 Fiscal Year PSUs, replacing Average Gross Margin. The Compensation Committee determined that Cumulative Adjusted Diluted EPS was a more appropriate measure than Average Gross Margin for the Company’s 2024 PSU awards because Cumulative Adjusted Diluted EPS is a metric that many investors use to evaluate investment decisions and because it is more directly impacted by the executive leadership team. For purposes of the 2024 PSU awards, “Cumulative Adjusted Diluted EPS” means Adjusted Diluted EPS measured on a cumulative basis during the applicable performance period, and “Adjusted Diluted EPS” means Adjusted Net Income (as defined in the Company’s Annual Report on Form 10-K for the 2024 fiscal year) divided by the diluted weighted average of Company Class A common stock outstanding for the applicable period.

PSUs may pay out from 0% to 200% of target. Pre-set Threshold, Target, and Stretch goals were established by the Compensation Committee at grant and will be disclosed in our 2027 proxy statement but remain confidential during the performance period due to the potential for competitive harm that may occur if goals were to be made public before such time. The Compensation Committee believes that it has set the goals at a rigorous and appropriately challenging level, incentivizing our Named Executive Officers to attain financial and growth milestones as we work to navigate current and future challenges at Shoals and across the solar industry.

The RSUs granted to our Named Executive Officers as part of the 2024 Fiscal Year LTI vest in three substantially equal installments on each of the first three anniversaries of the applicable vesting commencement date, subject generally to continued employment through each applicable vesting date.

The 2024 LTIP award values were determined by taking into account base pay and annual incentive values, assessing market competitive total compensation levels, and our compensation philosophy that weights variable compensation higher than fixed compensation and retention value. These values also consider each Named Executive Officer’s role, potential long-term contribution, performance, experience and skills, and were generally aligned with or below the market median relative to proxy peer and survey market data. In light of Mr. Moss’s leadership during a volatile business environment, the Compensation Committee increased Mr. Moss’s pay to market median, largely through long-term incentive award value.

The following table shows the target dollar value of the 2024 LTI awards made to our Named Executive Officers in the 2024 Fiscal Year. We divided these target dollar values by the closing price of our stock on the grant date to determine the number of PSUs (at Target) and the number of RSUs that would be subject to each grant.

The three-year performance period for the PSUs granted to our Named Executive Officers in the 2022 Fiscal Year ended on December 31, 2024. The performance criteria for the 2022 PSUs was tied equally to Net Revenue Growth CAGR and Average Gross Margin. For the 2022 PSUs, Average Gross Margin was defined as Net Revenue minus Cost of Good Sold, divided by Net Revenue. The PSUs could be earned between 0% to 200% of target, generally subject to continued employment through the date the Compensation Committee certified achievement of the performance criteria following the end of the performance period.

The following pre-set Threshold, Target, and Stretch goals were established by the Compensation Committee at grant:

At the conclusion of the cycle, the Compensation Committee determined that the Company had achieved 23.3% with respect to Net Revenue Growth CAGR resulting in 55% achievement for that metric, and 35.9% with respect to Average Gross Margin, resulting in 73.8% achievement for that metric. The Compensation Committee made no adjustments for the 2022-2024 PSU awards. The awards vested at 64.4% of target.

The target award and actual number of shares received by our Named Executive Officers (other than Mr. Moss, who did not commence employment with the Company until 2023) for the 2022 - 2024 PSU performance cycle are shown below:

The Compensation Committee is committed to maintaining a rigorous, formulaic compensation plan that links pay with performance both on the downside and the upside. In line with this philosophy, the Compensation Committee views atypical one-time awards as an avenue to be used only in rare, extraordinary circumstances. In light of the challenges facing the Company and the solar industry more broadly, as well as the competitive environment for executive talent and a desire to retain the current management team as the Company works toward achieving new strategic objectives, the Compensation Committee determined in the summer of 2024 that it was in the Company’s best interest to grant retention equity awards to certain executives, including each of the Named Executive Officers (the “Retention Equity Awards”). The Retention Equity Awards were granted in the form of RSUs that vest as to two-thirds on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, subject generally to continued employment with the Company through each applicable vesting date. Each of the Named Executive Officers was granted Retention Equity Awards with a value on the grant date as provided below:

In connection with Mr. Moss’s commencement of employment in 2023, we offered him an equity and cash award opportunity to reimburse him for forfeited cash and equity awards previously granted by his former employer. The equity award was granted in 2023 and therefore included in the 2023 Summary Compensation Table. The cash award had a value of $500,000, half of which was payable upon his commencement of employment, and half of which was payable on the one-year anniversary of his start date, subject to his continued employment. The first installment was paid in 2023 and included in the 2023 Summary Compensation Table and the second installment was paid in 2024 and included in the 2024 Summary Compensation Table below. Each installment is subject to a clawback if Mr. Moss’s employment is terminated for cause or he resigns without good reason within one year following the payment date, pro-rated for the amount of time he is employed during the applicable one-year period.

In 2024, certain of our Named Executive Officers were eligible to be reimbursed for commuting expenses, along with a tax gross-up for such amounts.

We provide the following benefits to our Named Executive Officers on the same basis as other eligible employees:

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

In the summer of 2024, at the request of our Compensation Committee, Pay Governance assessed and recommended adjustments with respect to our peer group selection methodology and composition in light of changes to the Company’s strategic plan and growth trajectory. In reviewing the existing peer group, the Compensation Committee sought to identify which of the Company’s 2024 peer group members were appropriate going forward.

The Compensation Committee considered the recommendations of Pay Governance in selecting an updated peer group of size- and industry-relevant peers. With respect to size-relevant peers, market capitalization was the primary criteria, but the Committee also considered revenue and other select financials when considering its peer group.

Considering the Company’s overall compensation strategy, and after applying specific selection criteria and Pay Governance’s recommendations, our Compensation Committee identified several new peers and removed several peers as well. The Compensation Committee sought to compose a peer group of close industry competitors in the solar and renewables space whose size is comparable to that of the Company, removing those members of the peer group whose inclusion was no longer appropriate due to their business, size or scale.

The peer group approved by the Board in November 2024 that will be considered by the Compensation Committee in setting 2025 compensation therefore consisted of the following companies:

In establishing the Company’s 2025 incentive plans, the Compensation Committee considered how the continued uncertainty and volatility of the Company’s operating environment impacts management’s motivation and retention. With Pay Governance’s input, the Compensation Committee determined that the design for the 2025 Fiscal Year AIP will have two distinct, six-month performance periods, one for January through June and one for July through December. This will permit the Company to motivate participants by setting aggressive, but still attainable, targets under the AIP, while making necessary adjustments for each period based on broader industry conditions. In addition, 2025 PSU awards will maintain the same two metrics, 50% Net Revenue Growth and 50% Cumulative Adjusted Diluted EPS. However, performance goals for these metrics will be established and evaluated annually for each year of the three-year performance period. Final 2025 PSU awards will represent an average at the end of the three-year period, subject to a relative total shareholder return modifier.

We believe that a strong, experienced management team is essential to the best interests of the Company and our shareholders. We have entered into employment agreements and/or offer letters with certain of our Named Executive Officers which seek to minimize employment security concerns arising in the course of negotiating and completing a significant transaction. For a description of such employment agreements and offer letters, see the section below titled “Narrative Description to the Summary Compensation Table and the Grant of Plan-Based Awards Table for the 2024 Fiscal Year - Employment Agreements and Offer Letters.” For a more complete description of our obligations under the employment agreements and offer letters in the event of a termination of employment or change in control, see the section below titled “Potential Payments Upon Termination or a Change in Control.”

The Compensation Committee oversees the design and implementation of our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. The Compensation Committee also assesses the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk.

The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures for annual bonuses and the equity compensation programs, share ownership and retention guidelines for our Named Executive Officers, as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to Company performance.

We maintain stock ownership guidelines for our Chief Executive Officer, Chief Financial Officer, other executive officers and executive vice presidents and non-employee directors. These stock ownership guidelines specify the desired level of Company stock ownership and encourage a set of behaviors for each covered individual. Only the following equity holdings count towards achieving these ownership levels: (1) shares owned directly, (2) vested shares held in a 401(k) account, (3) shares beneficially owned in a family trust or by a spouse and/or minor children, (4) unvested restricted stock or RSUs (net of taxes), (5) unvested deferred stock units of the Company, and (6) shares obtained through stock option exercises. Unvested PSUs and unexercised stock options do not count toward compliance with the stock ownership guidelines.

In addition to the above, a 50% retention requirement of net after-tax shares is required to be held as long as the covered individual’s requirement is not yet achieved.

We have adopted an Insider Trading Policy that applies to all of our directors, officers and employees and our subsidiaries. The Insider Trading Policy governs all transactions in our securities, including our common stock, options to purchase common stock, or any other type of securities that we may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by us, such as exchange-traded put or call options or swaps. If a covered person is aware of material nonpublic information relating to us, it is our policy that such person may not, directly or indirectly, engage in transactions in our securities, recommend the purchase or sale of such securities, or disclose such material nonpublic information to others. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Our Insider Trading Policy prohibits our Named Executive Officers from engaging in any hedging transactions. Further, this policy prohibits our Named Executive Officers from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

The Compensation Committee has adopted a Clawback and Recoupment Policy that complies with Nasdaq’s clawback listing standards, Section 10D of the Exchange Act and the rules promulgated thereunder (the “Clawback Policy”). In the event that we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws, the Clawback Policy requires that covered executives must reimburse us, or forfeit, any excess incentive-based compensation received by such covered executive during the three completed fiscal years immediately preceding the date on which we are required to prepare the restatement. Executives covered by the Clawback Policy include our current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the Nasdaq listing standards, and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee.

Incentive-based compensation subject to the Clawback Policy includes any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results, and is computed without regard to any taxes paid. The Clawback Policy only applies to incentive-based compensation received on or after the effective date of Nasdaq Listing Rule 5608.

Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation. In approving compensation arrangements for our Named Executive Officers, the Board considers all elements of the cost to us of providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

Section 162(m) of the Code limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. The Compensation Committee considers the impact of Section 162(m) when making compensation decisions.

Another section of the Code, Section 409A, affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or

further defer certain kinds of deferred compensation. We intend to operate our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will continue to be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

We held our third advisory vote on the compensation of our Named Executive Officers (sometimes referred to as the “say-on-pay” vote) at our 2024 annual meeting of shareholders, and approximately 82% of the advisory votes cast voted to approve the compensation for our Named Executive Officers. The Compensation Committee reviewed and considered the results of this “say-on-pay” vote when evaluating the compensation for our Named Executive Officers in the 2024 Fiscal Year, along with other insights gleaned from ongoing shareholder outreach activities.

We held our first advisory vote on the frequency of future “say-on-pay” advisory votes (sometimes referred to as the “say-on-frequency” vote) at our 2023 annual meeting of shareholders, pursuant to which the majority of the advisory votes cast voted to hold our “say-on-pay” advisory votes every year.

We will continue to consider the outcome of our “say-on-pay” and “say-on-frequency” advisory votes when making compensation decisions regarding our Named Executive Officers.

The Compensation Committee has reviewed and discussed with management the compensation discussion and analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in this proxy statement.

Members of the Compensation Committee include:

The following table sets forth certain information with respect to compensation for the years ended December 31, 2024, 2023, and 2022, earned by, awarded to or paid to our Named Executive Officers.