DEF 14A of Solaredge Technologies, Inc.
Filed Apr 21, 2025 · FY20240001178913-25-001370
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Financial Highlights and Link to Pay Decisions How Our Compensation Program Supports Our Business Strategy Our executive compensation program is designed to align stockholders’ interests with the Company’s performance, retain and incentivize our senior executives, drive long-term business goals and encourage responsible risk-taking. These goals are achieved by linking individual pay with the Company’s overall performance on financial and Company-wide goals as well as personal goals of our executive officers. All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-term incentive awards are designed to align executives with the Company’s long-term performance. In 2024, as in recent years, the long-term award mix under the annual equity incentive program was comprised 50% of performance stock units (“PSUs”) and 50% of time-based restricted stock units (“RSUs”).
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| ● | Clawback policy covering both cash and equity incentive-based compensation |
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| ● | Relative and absolute stock price-based performance goals are established by our Compensation Committee under our equity compensation program to align executive and stockholder interests. |
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| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025 | 30 | | Audit and Related Fees | 30 | | Proposal No. 3 Say-On-Pay | 32 | | Proposal No. 4 Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law | 33 | | Equity Compensation Plan Information | 37 | | Employee Stock Purchase Plan | 37 | | Executive Officers | 38 | | Executive Compensation | 39 | | Compensation Discussion And Analysis | 39 | | Company Named Executive Officers | 39 | | Compensation Strategy | 40 | | Compensation Objectives and Guiding Principles | 40 | | Compensation Governance Highlights | 41 | | Elements of Compensation | 44 | | Implementing Compensation Objectives | 45 | | Determining Compensation | 45 | | Role of Compensation Committee and Management | 45 | | Role of Compensation Consultants | 45 | | Compensation Peer Group | 46 | | 2024 Peer Group | 46 | | 2025 Peer Group | 47 | | 2024 Pay Positioning | 47 | | Results of 2024 Advisory Vote to Approve Executive Compensation | 47 | | Compensation-Related Governance Policies | 48 | | Clawback Policy | 48 | | Stock Ownership and Holding Guidelines | 48 | | Compensation of the Named Executive Officers | 49 | | Base Salary | 49 | | Annual Cash Incentive Compensation | 50 | | Equity Compensation | 51 | | Other Compensation | 52 | | Tax Deductibility of Compensation | 52 | | Compensation Committee Report | 53 | | Compensation Risk | 54 | | Summary Compensation Table | 54 |
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| 2024 Grants of Plan-Based Awards | 55 | | Executive Compensation Table Narrative | 56 | | Employment Agreements | 56 | | Outstanding Equity Awards at December 31, 2024 | 58 | | Stock Vested Table | 59 | | Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control | 59 | | Potential Payments as of December 31, 2024 | 61 | | 2024 CEO Pay Ratio | 61 | | 2024 Pay Versus Performance Disclosure | 62 | | Description of Certain Relationships of Information Presented in the Pay Versus Performance Table | 63 | | Company vs Peer Group TSR and Compensation Actually Paid | 63 | | Compensation Actually Paid vs Revenue | 64 | | Financial Performance Measures | 65 | | Transactions with Related Persons | 66 | | Review, Approval, or Ratification of Transactions with Related Persons | 66 | | Fiscal Year 2024 Transactions with Related Persons | 66 | | Report Of the Audit Committee | 67 | | The Meeting | 68 | | Voting Rights, Quorum and Required Vote | 68 | | Notice of Internet Availability of Proxy Materials | 69 | | Voting Your Shares | 70 | | Expenses of Solicitation | 70 | | Revocability of Proxies | 70 | | Delivery of Documents to Stockholders Sharing an Address | 71 | | DELINQUENT SECTION 16(a) REPORTS | 71 | | Stockholder Proposals for the 2026 Annual Meeting | 71 | | Directors’ Attendance At Annual Stockholder Meetings | 72 | | Other Business | 72 | | Where You Can Find More Information | 72 | | APPENDIX A | 73 |
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| Betsy Atkins | Committees: Nominating and Corporate Governance Committee (Chairperson), Technology Committee (Member), Compensation Committee (Member) Other Current Public Boards: Wynn Resorts Ltd. and Enovix Corp. | | Director Since: 2021 Age: 70 | Ms. Atkins has served as a member of our Board of Directors since 2021. Ms. Atkins is a seasoned business-woman and serial entrepreneur with two decades of experience serving on some of the world’s most visible global public company boards. She served as the CEO of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. She has previously served as CEO and Chairperson of SaaS company Clear Standards, Inc., an energy management and sustainability software company, a position she held between February and August 2009. She also served as CEO of Key Supercomputer, focused on seismic analytics, applying AI machine learning technology to pinpoint reserves using predictive and prescriptive analytics, between 2008 and 2010 and as CEO of NCI, Inc., a food manufacturer creating Nutraceutical and Functional Food products. In addition, Ms. Atkins is a highly acclaimed public company Board Director and author. For 20 years, she has worked behind the scenes at companies like Schneider, Lucent, Vonage, SunPower Corp, Paychex and Nasdaq Inc. Ms. Atkins started her business career as an entrepreneur co-founding several successful high tech, energy and consumer companies including Ascend Communications. Ms. Atkins is an effective operational leader, having served as CEO three times and she has a strong global and operational perspective encompassing the full range of experience from growth to restructuring and is a recognized Sustainability and Governance thought leader. Her corporate board experience covers industries including Technology, Energy Management, Solar, Industrial Automation, Manufacturing, Automotive, and Logistics. Ms. Atkins brings the knowledge of leveraging next gen digital technologies, is an innovative entrepreneur for tech enablement for the future of work for manufacturing 4.0 initiatives (i.e. applying industrial Internet of Things, or IoT, for preventative maintenance in the Industrial, Automotive, and Aerospace sectors). Ms. Atkins has a global, broad perspective on energy from her role as Lead Director at SunPower Corporation, the renewable solar company, Schneider Electric, SA, the energy efficiency infrastructure monitoring and industrial automation process control company, where she served from 2005 to 2012 and 2011 to 2019, respectively, she also served on the board of SL Green Realty Corp., the real estate investment trust, between 2015 and 2024. She also served on the boards of Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from February 2016 until September 2019, Cognizant Technology Solutions Corporation, an information technology services company, from April 2017 to October 2018 and HD Supply, Inc., an industrial distributor, from September 2013 to April 2018. Her areas of experience include Artificial Intelligence, Seismic Analytics, Internet of Things (IoT), using technology to digitize processes driving accuracy and productivity, Cyber Security, Mobile and SaaS. Ms. Atkins currently serves on the public boards of Wynn Resorts, Limited, and Enovix Corporation. Ms. Atkins holds a degree in liberal arts from the University of Massachusetts, Magna Cum Laude. Ms. Atkins brings to the Board valuable business experience through her years of experience as a chief executive officer with technology and energy companies, her extensive experience in ESG, and her experience as a director of other public companies. |
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| Avery More | Committees: Nomination and Corporate Governance Committee (Member), Technology Committee (Member) Other Current Public Boards: None | | Director Since: 2006 Age: 70 | Mr. More has been Chairperson of our Board since November 7, 2024, and has served as a member of our Board of Directors since 2006. Mr. More was the sole seed investor in the Company through his fund, ORR Partners, and participated in all successive rounds. Mr. More continues to invest in technology companies, with ORR Partners, Innoventions Capital and More Family Investments entities. Previously, Mr. More was the president and chief executive officer of CompuCom Systems Inc. from 1989 to 1993. Mr. More currently serves on the board of directors of several private companies, BuzzStream, AppDome, HolistiCyber Ltd., senseIP, and SageCyber. Mr. More’s historical knowledge of our company and his experience as a director of other technology companies provides a valuable perspective to our Board. | | Nadav Zafrir | Committees: Nominating and Corporate Governance Committee (Member) Other Current Public Boards: Check Point Software Technologies Ltd. | | Director Since: 2019 Age: 55 | Mr. Zafrir joined our Board of Directors in 2019 and served as the Chairperson of our Board until November 7, 2024. Bringing over twenty years of experience in management, leadership, and technology innovation, Mr. Zafrir has been the Chief Executive Officer and a director at Check Point Software Technologies Ltd., a provider of software as well as combined hardware and software products, since December 2024. Previously, Mr. Zafrir was the co-founder and Managing Partner of Team8, a global venture group that builds and backs technology companies at the intersection of artificial intelligence, cybersecurity, data, fin-tech, enterprise software, and infrastructure from 2014 to 2024. Prior to founding Team8, Nadav spent 20 years in the Israel Defense Forces. He served as Commander of Unit 8200, Israel’s elite military technology unit, where he established the Israel Defense Forces Cyber Command. He holds an LLB from the Interdisciplinary Center Herzliya (IDC) and an Executive MBA from the Kellogg - Recanati program of the Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business at Tel Aviv University. Mr. Zafrir’s technological expertise and former work experience with some of our senior management provides our board and the management team with helpful and valuable contribution insights into the business and technology development discussions which further strengthen our executive management. |
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| Yoram Tietz Director Since: January 6, 2025 Age: 62 | Committees: Audit Committee (Chairperson); Compensation Committee (Member) Other Current Public Boards: None Mr. Tietz is a seasoned financial expert, with over 36 years in the field of public accounting, 15 of which he spent as the Managing Partner of Kost Forer Gabbay & Kasierer, a member of EY Global (EY Israel) from 2007 until 2022. Currently, Mr. Tietz has served as a senior advisor at General Atlantic LLP., a global investment firm, since 2022.Mr. Tietz is also the chairman of the Friends of Sheba Medical Center, the largest Hospital in Israel, and the Chairman of Birthright Israel Excel (non-profit organizations). Mr. Tietz holds a B.A. in Economics and Accounting from Tel Aviv University. Mr. Tietz brings to the Board a wealth of leadership and financial expertise, through years of distinguished service. His career experience encompasses strategic decision-making, and financial management, making him a valuable asset to our Board. | | Gilad Almogy Director Since: January 6, 2025 Age: 59 | Committees: Technology Committee (Member) Other Current Public Boards: None Mr. Almogy has been a founder of and the Chief Executive Officer of Ultima Genomics, Inc., provider of the first $100 human genome sequencing solution, since 2016. Previously, Mr. Almogy founded and served as the Chief Executive Officer of Cogenra Solar Inc., which he led from its inception until its acquisition by SunPower Corporation (Nasdaq: SPWR) in 2015. From 1997 to 2009, Mr. Almogy served in a number of roles at Applied Materials, Inc. (Nasdaq: AMAT), culminating in the position of Senior Vice President. Mr. Almogy holds a PhD in Applied Physics from the California Institute of Technology and a BSc in Mathematics and Physics from the Hebrew University in Jerusalem’s Talpiot program. Mr. Almogy brings to the Board years of leadership experience and insights into business and technology development. His extensive background in these areas significantly enhances our Board’s strategic perspective. |
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| Yehoshua (Shuki) Nir Chief Executive Officer Director Since: December 4, 2024 Age: 56 | Committees: None Other Current Public Boards: Oddity Tech Ltd. (Nasdaq: ODD), Kornit Technologies (Nasdaq: KRNT) Mr. Nir has nearly three decades of experience in leadership roles at multinational technology companies, most recently as SolarEdge’s CMO in from June 2024 to December 2024. Prior to joining the Company, Mr. Nir worked at Nir Strategic Advice Ltd., a strategic consulting firm for multinational technology companies, from 2017 to 2024. Mr. Nir served as the General Manager of the consumer business at SanDisk (Nasdaq: SNDK) from 2008 to 2016, where he led the strategic transformation and turnaround of a loss-making division into a profitable global market leader. Mr. Nir’s extensive tenure includes strategic consulting for multinational corporations and serving on several boards, including IronSource (NYSE: IS), Kornit Digital (Nasdaq: KRNT), and Oddity (Nasdaq: ODD). Mr. Nir holds an MBA, an LLB and BA in accounting from Tel Aviv University. Mr. Nir brings to the Board years of senior leadership experience in the technology sector. His extensive background provides a valuable perspective that enriches our management and Board's strategic discussions. |
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| Dana Gross | Committees: Audit Committee (Member); Compensation Committee (Chairperson) Other Current Public Boards: Tower Semiconductors Ltd. and Playtika Holding Inc. | | Director Since: 2023 Age: 57 | Ms. Gross has served as a member of our Board of Directors since 2023. Ms. Gross brings over 25 years of strategic and financial expertise to the Board of Directors from technology companies ranging from fintech to AI. Ms. Gross is Head of Strategic Initiatives at Fiverr International Ltd., an online marketplace, since 2022. She previously served as Chief Operating Officer of Prospera Technologies, an AI Agtech company, between 2016 and 2021 and later as Chief Strategy Officer (CSO) at Prospera Technologies between 2021 and 2023. She has also previously held the role of Chief Financial Officer at eToro, a fintech company, and has served on the boards of such companies as M-Systems, AudioCodes, and Power Dsine. She was also a venture partner at one of Israel’s leading venture capital fund, Viola Ventures. Ms. Gross has also held various executive management positions at M-Systems from 1992 to 2006, when it was ultimately acquired by SanDisk, and as CEO of Btendo, a start-up company that developed MEMS based PICO projection solutions, until it was acquired by ST Microelectronic in 2012. Ms. Gross holds a BSc in Industrial Engineering from Tel Aviv University and an MBA from San Jose University. Ms. Gross brings valuable financial, strategic and business experience to our Board through her years of experience in both executive financial and strategic roles at public companies. |
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| Guy Gecht Director Since: November 6, 2024 Age: 59 | Committees: Audit Committee (Member) and Technology Committee (Chairperson) Other Public Boards: Logitech International S.A. Mr. Gecht brings decades of leadership and board experience to our Board in the fields of technology, AI, and cybersecurity. Mr. Gecht served as Interim CEO of Logitech International S.A. (Nasdaq: LOGI), a designer of software-enabled hardware solutions, from June to December 2023, and as CEO of Electronics for Imaging (EFI) from 2000 to 2018. Prior to joining EFI, Mr. Gecht worked for several startups in software leadership roles and was the Chief Technology Officer of Apple Israel. Mr. Gecht also served on the Board of Directors of Check Point Software Technologies (Nasdaq: CHKP) from 2006 to 2024 and was the Lead Independent Director from 2020 to 2024. Mr. Gecht brings senior leadership, governance as well as technology and cybersecurity expertise and strategy, M&A and international experience to the Board, having led the transformation and growth of Electronics for Imaging into a global leader in digital imaging. |
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Our Audit Committee, which met eight times in the year ended December 31, 2024, consists of Yoram Tietz (who joined the board of directors and audit committee on January 6, 2025), Guy Gecht (who joined the board of directors and audit committee on November 6, 2024), and Dana Gross, with Yoram Tietz serving as chairperson. Tal Payne served on the Audit Committee until November 5, 2024, when she resigned from the Company’s Board of Directors. Our Audit Committee has set meetings eight times a year - four meetings are dedicated to the review of our financial results /statements, and another four at minimum are dedicated to review of internal audits performed and follow up on risks assessed including a discussion of how they are being managed. Other matters are added to the agenda or additional meetings are scheduled on an as needed basis. The composition of our Audit Committee complies with the applicable requirements of the SEC and the listing requirements of Nasdaq. All of our Audit Committee members meet the additional, heightened independence criteria applicable to directors serving on the Audit Committee under the Nasdaq rules and SEC rules. Our Board of Directors has determined that Yoram Tietz, Dana Gross and Guy Gecht each qualify as an “Audit Committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our Board of Directors also previously determined that Mr. Gani, who served as director until April 8, 2025, also qualified as an “Audit Committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Compensation Committee Our Board of Directors has established a Compensation Committee, which operates under a written charter that is available on the investor relations page of the SolarEdge website. The Compensation Committee’s responsibilities include, but are not limited to:
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| ● | Overseeing the evaluation of other executive officers and approving equity awards to these officers, and setting their compensation based upon the recommendation of the chief executive officer; |
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| ● | Reviewing and approving employment agreements and other similar arrangements between us and our executive officers; |
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| ● | Annually reviewing the compensation of directors for service on the board and its committees and recommend changes in compensation to the board, as appropriate; and |
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Avery More | 124,071 | 327,954 (2) | 452,025 | | Marcel Gani | 92,250 | 194,995 (3) | 287,245 | | Nadav Zafrir | 274,337 | 424,968 (4) | 699,305 | | Betsy Atkins | 92,250 | 194,995 (3) | 287,245 | | Tal Payne | 64,386 | 194,995 (3) | 259,381 | | Dirk Hoke | 69,750 | 194,995 (3) | 264,745 | | Dana Gross | 76,989 | 194,995 (3) | 271,984 | | Guy Gecht | 11,870 | 262,708 (5) | 274,578 |
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| (1) All equity awards are calculated in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the equity-based awards in Note 2ad to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 25, 2025. As of December 31, 2024, Mr. More held 11,032 unvested restricted stock units, Mr. Gani and Ms. Atkins held 3,986 unvested restricted stock units, Mr. Zafrir held 5,969 unvested restricted stock units, Ms. Payne held 0 restricted stock units, as of December 31, 2024, Mr. Hoke held 4,150 unvested restricted stock units, Ms. Gross held 4,532 unvested restricted stock units, and Mr. Gecht held 13,922 unvested restricted stock units. |
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| (2) Represents the grant date fair value of Mr. More’s annual equity award granted on June 5, 2024 of 3,986 restricted stock units ($194,995) and pro-rated additional annual equity award as a Chairperson granted on November 6, 2024 of 7,046 restricted stock units ($132,959), each of which will become fully vested on June 3, 2025. |
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| (3) The amount reported here represents the grant date fair value of 3,986 restricted stock units ($194,995) granted to each director on June 05, 2024. All such units will become fully vested on June 3, 2025. |
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| (4) Represents the grant date fair value of Mr. Zafrir’s pro-rated annual equity award granted on June 5, 2024 of 8,687 restricted stock units ($424,968), that will become fully vested on June 3, 2025. Following Mr. Zafrir’s decision to step down as Chairperson, 2,718 of these restricted stock units were forfeited, to reflect the pro-rated portion that pertains to his service as Chairperson through November 6, 2024. |
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| (5) Represents the grant date fair value of Mr. Gecht’s initial equity award of 7,949 restricted stock units ($149,998) which vest in equal annual installments over three years, and pro-rated annual equity award granted upon appointment to the Board on November 6, 2024 of 5,973 restricted stock units ($112,710) which will become fully vested on June 3, 2025. |
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| • | Compensation program and long-term incentive compensation mix linking pay and performance; |
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| • | Long term corporate strategy; |
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| (6) Consists of 58,317 shares of common stock beneficially owned by Mr. Lando, 2,869 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, and 56,298 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2025. Mr. Lando., our former CEO and director was no longer an Executive officer of the Company after August 26, 2024. |
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| (7) Consists of 31,046 shares of common stock issuable upon settlement of restricted stock units, owned by Mr. Nir, our CEO, which will vest and settle within 60 days of April 8, 2025 |
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| (8) Consists of 75,211 shares of common stock beneficially owned by Mr. Faier, 1,136 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, and 50,283 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2025. Mr. Faier, our former CFO and Interim CEO was no longer an Executive officer of the Company after December 4, 2024. |
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| (9) Consists of 90 shares of common stock beneficially owned by Mr. Porat, and 2,533 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025 and 4,767 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2024. |
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| (10) Consists of 12,700 shares of common stock beneficially owned by Ms. Prishkolnik, 790 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, and 5,110 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2025. Ms. Prishkolnik, our former VP General Counsel and Corporate Secretary was no longer an Executive officer of the Company after December 31, 2024. |
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| (11) Consists of 31,964 shares of common stock beneficially owned by Mr. Bechor, 11,169 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, and 6,251 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2025. |
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| (12) Consists of 2,507 shares of common stock beneficially owned by Mr. Tietz, and 4,919 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (13) Consists of 7,515 shares of common stock beneficially owned by Mr. Zafrir, and 5,969 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (14) Consists of 125 shares of common stock beneficially owned by Mr. Almogy, and 4,919 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (15) Consists of 169,746 shares of common stock beneficially owned by Avery More, 11,032 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, 50,000 shares held by More CRUT (More Charitable Remainder Unitrust), 40,000 shares held by More Family 2020 DT Investment LLC, 1,000 shares held by More Generations Trust, 1,000 shares held by Yaron Generations Trust and 1,700 shares held by Avery More's wife, Jerralyn Smith More, as to which Avery More disclaims any ownership interest. |
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| (16) Consists of 5,973 shares of common stock beneficially owned by Mr. Gecht. issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (17) Consists of 2,620 shares of common stock beneficially owned by Ms. Atkins, and 3,986 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (18) Consists of 1,242 shares of common stock beneficially owned by Ms. Gross, and 3,986 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (19) Consists of 1,761 shares of common stock beneficially owned by Mr. Hoke, and, 4,150 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (20) Consists of 10,705 shares of common stock beneficially owned by Mr. Huber, and, 3,601 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025. |
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| (21) Consists of 320,214 shares of common stock, 89,133 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2025, and 6,251 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2025. |
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| (2) Reflects the weighted average exercise price of outstanding options under the Company’s 2007 Global Incentive Plan and 2015 Global Incentive Plan. Stock awards other than options reflected in column (a) are not reflected in this column as they do not have an exercise price. |
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| (3) Includes 11,340,502 shares of common stock available for future issuance under the Company’s 2015 Global Incentive Plan and 2,839,711 shares of common stock available for future issuance under the Company’s Employee Stock Purchase Plan. The amounts in this column do not include 2,939,024 and 487,643 shares that were added to our 2015 Global Incentive Plan and our Employee Stock Purchase Plan, respectively, on January 1, 2025 pursuant to the evergreen provisions thereunder that provide for automatic annual increases on January 1 of each year until January 1, 2025. Under the 2015 Global Incentive Plan, such increase is equal to 5% of our outstanding shares as of the preceding December 31 (or such lesser amount as approved by the Board) and under the Employee Stock Purchase Plan, such increase is equal to the lesser of 1% of our outstanding shares as of the preceding December 31 and 487,643 (or such lesser amount as approved by the Board). Upon consummation of our initial public offering, the Company’s 2007 Global Incentive Plan was terminated and no further awards can be granted under this plan. |
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| Asaf Alperovitz | Other Current Public Boards: None. | | Age: 56 | Mr. Alperovitz serves as SolarEdge’s CFO, since his appointment on March 3, 2025. Mr. Alperovitz served as the CFO of Delta Galil, from 2019 to 2024, a global high-tech apparel company. Prior to Delta Galil, he held CEO and CFO positions at NASDAQ, NYSE and TASE listed companies, including Syneron Medical, Omrix Pharmaceuticals (acquired by J&J), Tefron and Allmed Solutions. He also previously held senior management roles at Ernst &Young. Throughout his career, Mr. Alperovitz has led multiple IPOs, secondary offerings, M&A deals, and strategic transformations. He holds a BA in Accounting & Economics and an MBA from Tel-Aviv University. | | Uri Bechor | | | Age: 54 | Other Current Public Boards: None Mr. Bechor joined SolarEdge in 2019 as our Chief Operating Officer. Prior to joining SolarEdge, Mr. Bechor was at Flex Ltd., a multinational electronics contract manufacturer for 22 years where he served as Senior Vice President, Global Operations, Europe and the Americas and General Manager at Flex International Ltd. Mr. Bechor, in his previous position, oversaw more than forty manufacturing sites and was responsible for revenues of more than $10 billion. | | Daniel Huber | | | Age: 43 | Other Current Public Boards: None Mr. Daniel Huber joined SolarEdge in 2010 and currently serves as our Chief Revenue Officer, a position that he held since May 2023. Prior to his current position, Mr. Huber held various executive sales and business management positions in SolarEdge, with the latest being VP and General Manager between 2019 and May 2023 for the SolarEdge Rest of the World Division and VP and General Manager, Australia and Japan between 2016 and 2019.Prior to joining SolarEdge, in Baccini Cell Systems, a division in the Applied Materials Solar Business Group. Mr. Huber Holds a B.Sc. in Industrial Engineering & Management, from Tel Aviv University. |
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| ● | promote stockholder interests by aligning compensation with our business objectives, including by introducing long term incentives with long term performance goals; |
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| ● | provide competitive compensation that varies based on performance and drives employee performance and engagement; and |
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| ● | use of objective performance criteria in our incentive plans; |
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| ● | advice from independent compensation consultants retained by the Compensation Committee; |
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| ● | a significant portion of each NEO’s annual equity award is subject to our 3-year relative total stockholder (TSR) performance and other performance-based equity awards granted during 2024 are subject to stock price hurdles requiring substantial improvement in our stock price performance. |
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| 2. | Company stock units or similar stock rights granted under the Company’s equity awards which are to be settled in shares of common stock, except to the extent such stock units or rights are subject to vesting conditions other than conditions based solely on the passage of time. |
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| Name | 2024 Target Annual Incentive Award (as a % of Base Salary) | | Shuki Nir(1) | 75% | | Zvi Lando | 125% | | Ronen Faier(2) | 80% | | Ariel Porat | 80% | | Uri Bechor | 80% | | Rachel Prishkolnik | 67% |
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| (1) Mr. Nir’s target annual incentive award opportunity for 2024 was not adjusted in connection with his appointment as Chief Executive Officer; however, his 2025 target annual incentive award was increased to 100% of his annual base salary. |
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| (2) Mr. Faier’s target annual incentive award opportunity for 2024 was increased to 100% in connection with his appointment as Interim Chief Executive Officer. |
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| Measure | Weight | Achievement Range | | | Actual Performance | Weighted Payout Percentage | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | | | Revenues | 50% | $1.32B (80% of target goal) | $1.65B | $1.98B (120% of target goal) | $0.9B | 0% | | Non-GAAP Operating Income (Loss) | 50% | $(264M) (80% of target goal) | $(220M) | $(176M) (120% of target goal) | $(1.3M) | 0% |
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| Name | RSU Value ($) | Target PSU Value ($) | Total Target Annual Equity Value ($) | | Zvi Lando | $2,275,000 | $2,275,000 | $4,550,000 | | Ronen Faier | $990,000 | $990,000 | $1,980,000 | | Uri Bechor | $990,000 | $990,000 | $1,980,000 | | Rachel Prishkolnik | $675,000 | $675,000 | $1,350,000 |
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| Performance Level | Relative TSR Performance (vs S&P 500 Index) | Payout Percentage | | Below Threshold | Below 25th Percentile | 0% | | Threshold | 25th Percentile | 25% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 150% |
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| ● | In August 2024, Mr. Faier was granted (i) 15,000 PSUs that will become vested if the Company’s common stock trades at a 30-day successive stock price of $50 or more during a two-year performance period and (ii) 50,000 RSUs that vests in full on August 26, 2025. In accordance with their terms, these awards remained outstanding and will be settled (or eligible to be earned) on their original terms following the termination of Mr. Faier’s employment due to the appointment of Mr. Nir as the Company’s permanent Chief Executive Officer. |
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| ● | In September 2024, Mr. Porat was granted 56,455 RSUs that vest as to 25% on August 31, 2025 and quarterly thereafter over the following three years. |
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| ● | In September 2024, Mr. Nir was granted 88,715 RSUs that vest as to 25% on May 31, 2025 and quarterly thereafter over the following three years. |
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| ● | In December 2024, Mr. Nir was granted (i) 28,450 RSUs that vest as to 25% on February 28, 2026 and quarterly thereafter over the following three years and (ii) 106,683 PSUs which will vest during a three-year performance period ending December 5, 2027 based on a minimum of two years of employment and the 30-day successive average trading price of the Company’s common stock (the “30-Day Price”) as follows: (A) as to 33.3% when the 30-Day Price reaches $40 or more, (B) as to 33.3% when the 30-Day Price reaches $70 or more, and (C) as to 33.3% when the 30-Day Price reaches $100 or more. |
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| ● | As a retention incentive award, in December 2024, Mr. Bechor was granted (i) 120,000 RSUs that vest in equal quarterly installments over a four-year period commencing on November 30, 2024, and (ii) 90,000 PSUs that vest on the same terms as Mr. Nir’s award described above. |
Betsy Atkins
| • | The balance between annual and long-term compensation, including the fact that a significant portion of compensation is delivered in the form of equity incentives that vest over several years; |
Betsy Atkins
| • | PSUs are measured against the Company’s TSR relative to the TSR of companies on the S&P 500 index and the 30-day successive average trading price of the Company’s common stock, and are subject to a three-year vesting period; |
Betsy Atkins
| • | The use of multiple financial metrics for performance-based annual cash incentive awards and the use of individual goals under our annual cash incentive program; |
Betsy Atkins
| • | The compensation committee’s ability to modify annual cash incentives to reflect the quality of earnings, individual performance, and other factors that it believes should influence compensation; |
Betsy Atkins
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(1)(4) | All Other Compensation ($)(1)(5) | Total ($) | | Shuki Nir - Chief Executive Officer | 2024 | 276,926 | 3,021,768 | - | 41,348 (6) | 3,340,042 | | Zvi Lando - | 2024 | 656,286 | 4,419,424 | - | 104,150 (7) | 5,179,860 | | Former Chief Executive Officer | 2023 | 816,851 | 6,558,293 | - | 125,306 | 7,500,450 | | | 2022 | 850,952 | 5,499,905 | 942,958 | 131,090 | 7,424,905 | | Ronen Faier - | 2024 | 567,313 | 3,458,518 | - | 71,639 (8) | 4,097,470 | | Former Chief Financial Officer and Interim Chief Executive Officer | 2023 | 503,614 | 2,219,298 | - | 79,410 | 2,802,322 | | | 2022 | 524,062 | 2,000,177 | 405,204 | 82,649 | 3,012,092 | | Ariel Porat - Former Chief Financial Officer | 2024 | 268,128 | 1,373,550 | - | 34,001 (9) | 1,675,679 | | Rachel Prishkolnik - | 2024 | 404,235 | 1,311,174 | - | 68,977 (10) | 1,784,386 | | Former VP General Counsel and Corporate Secretary | 2023 | 423,683 | 1,513,030 | - | 64,874 | 2,001,587 | | | 2022 | 441,040 | 1,499,846 | 278,356 | 68,199 | 2,287,441 | | Uri Bechor - | 2024 | 458,856 | 3,860,070 | - | 90,894 (11) | 4,409,820 | | Chief Operating Officer | 2023 | 480,931 | 2,219,298 | | 74,766 | 2,774,995 | | | 2022 | 498,118 | 2,000,177 | 392,423 | 78,708 | 2,969,426 |
Betsy Atkins
| Year | Summary Compensation Table Total for Mr. Lando ($)(1) | Compensation Actually Paid to Mr. Lando ($)(2) | Summary Compensation Table Total for Mr. Faier ($)(1) | Compensation Actually Paid to Mr. Faier ($)(2) | Summary Compensation Table Total for Mr. Nir ($)(1) | Compensation Actually Paid to Mr. Nir ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $ ’000) | Revenue (in $ ’000) (5) | | | | | | | | | | | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(4) | | | | 2024 | 5,179,860 | (1,649,809) | 4,097,470 | 732,483 | 3,340,041 | 3,362,607 | 2,623,295 | 1,194,731 | 14.30 | 107.29 | (1,806,357) | 901,456 | | 2023 | 7,500,450 | (2,219,853) | N/A | N/A | N/A | N/A | 2,215,233 | 3,110,279 | 98.43 | 172.82 | 34,329 | 2,976,528 | | 2022 | 7,424,905 | 8,059,218 | N/A | N/A | N/A | N/A | 2,636,004 | 1,963,865 | 297.90 | 236.28 | 93,779 | 3,110,279 | | 2021 | 7,361,336 | 4,432,838 | N/A | N/A | N/A | N/A | 2,614,452 | 1,459,271 | 295.06 | 249.34 | 169,170 | 1,963,865 | | 2020 | 4,079,710 | 22,873,251 | N/A | N/A | N/A | N/A | 1,726,006 | 12,553,361 | 335.60 | 332.88 | 140,322 | 1,459,271 |
Betsy Atkins
| (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance” table above. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEOs) for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Betsy Atkins
| Compensation Actually Paid in 2024 | Compensation Actually Paid to Mr. Lando ($) | Compensation Actually Paid to Mr. Faier ($) | Compensation Actually Paid to Mr. Nir ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | Summary Compensation Table Total | 5,179,860 | 4,097,470 | 3,340,041 | 2,623,295 | | Less, value of Stock Awards reported in Summary Compensation Table | (4,419,424) | (3,458,518) | (3,021,767) | (2,181,598) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 586,255 | 1,139,109 | 3,044,333 | 1,350,942 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (2,332,099) | (814,335) | - | (464,684) | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 138,160 | 60,107 | - | 33,701 | | Plus (less), change in fair value from last day of prior year to vesting date of equity awards granted in prior years that vested in the year | (705,620) | (256,084) | - | (105,221) | | Less, fair value from the last day of prior year of equity awards granted in prior years that were forfeited in the year | (96,941) | (35,265) | - | (61,703) | | Compensation Actually Paid | (1,649,809) | 732,483 | 3,362,607 | 1,194,731 |
Betsy Atkins
| Compensation Actually Paid vs Revenue |