DEF 14A of Solaredge Technologies, Inc.
Filed Apr 23, 2026 · FY20250001178913-26-002197
To Our Shareholders
To Our Shareholders Dear fellow shareholders, SolarEdge is a global leader in renewable energy solutions, built on innovation, engineering excellence, and strong customer relationships. Our mission is to develop and scale technologies that improve how we generate, manage, store and use electricity at a time when global power demand is rising rapidly. 2025 was a defining year for SolarEdge. It was a year of honest self-assessment, decisive action, and tangible progress in our turnaround, including strong year-over-year revenue growth, gross margin expansion in each quarter, and a return to positive free cash flow for the full year. We also advanced our next-generation roadmap, including the Single SKU concept and initial SolarEdge Nexis shipments, and continued to ramp up U.S. manufacturing—including export of U.S.-manufactured products. Our turnaround strategy has been grounded in four core priorities: strengthening our financial profile, gaining market share, accelerating innovation, and ramping our U.S. manufacturing capacity. These priorities are operational and measurable, and they continue to guide our decision-making across the organization as we shift from stabilizing the business to executing at scale. First, we strengthened our financial profile through disciplined cash, cost, and working capital management. We reduced inventory for multiple consecutive quarters, streamlined and exited noncore activities and geographies, and improved operating performance quarter by quarter. Importantly, we generated positive free cash flow for the full year, a meaningful change from 2024, and ended 2025 with a healthy cash and investments position to support our growth plans. Second, we refocused on customers and operational execution. In the U.S., we increased market share across residential, commercial and storage, supported by improved quality and service, deep relationships with third-party ownership (TPO) partners, and products designed to meet domestic content and non-FEOC requirements. In Europe, we continue to focus on prolonged channel inventory normalization, working closely with installers and distributors and rebuilding engagement, and we began to see initial share gains and improving trends as the year progressed. Third, innovation remains central to our long-term value creation. During 2025, we introduced the Single SKU concept, a software defined platform that reduces complexity by allowing an inverter SKU to be programmed to the desired kilowatt rating in the field. We also advanced our next generation SolarEdge Nexis platform, shipping initial units and progressing toward broader rollout, alongside continued investment in software and energy management capabilities that support integrated solar, storage, EV charging, and load control solutions. We also began investing in AI data center power solutions, where power is increasingly the limiting factor for AI expansion and the industry is moving toward 800V DC architectures. Building on two decades of power electronics expertise, we are advancing a solid state transformer platform designed to convert medium voltage directly to 800V DC with very high efficiency, and we have begun engaging with potential customers and ecosystem partners. Finally, we continued to ramp our U.S. manufacturing footprint to reinforce supply chain resilience, improve our cost’s structure, and support customers seeking American-manufactured solutions. Our footprint includes residential inverters in Texas, optimizers and commercial inverters in Florida, and batteries in Utah. We reached an important milestone by beginning to export U.S.-manufactured products to international markets. I am extremely proud of the SolarEdge team’s continued focus on disciplined execution, strong governance, and long-term shareholder value. Over the past year, we continued to prioritize our engagement with shareholders and remained committed to governance practices that promote accountability and effective oversight. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible so your shares are represented. While challenges remain and the external environment continues to evolve, we enter 2026 with clearer momentum and a stronger foundation. We intend to maintain the discipline we rebuilt in 2025 while shifting to an offense mindset, moving toward profitable growth, continue gaining share in our core markets, scaling Nexis, and investing in new high growth adjacencies such as AI data center power solutions. We measure our success by building a more resilient, more profitable SolarEdge—one that earns customer trust, compounds innovation over time, and delivers sustainable long-term returns for our shareholders. On behalf of the Board of Directors and the entire SolarEdge team, thank you for your continued trust and support. We remain committed to transparent communication and rigorous execution, and we look forward to updating you on our progress in the year ahead. Sincerely,
Our Company
Our Company SolarEdge is a global leader in smart energy technology that changed the way power is harvested and managed in photovoltaic (also known as PV) systems. Our direct current (“DC”), optimized inverter system maximizes power generation while lowering the cost of energy produced by the PV system for improved return on investment. Additional benefits of the DC optimized inverter system include: comprehensive and advanced safety features, improved design flexibility, efficient integration (DC coupled) with SolarEdge storage solutions, and improved operation and maintenance, with remote monitoring at the module-level. The typical SolarEdge DC optimized inverter system consists of inverters, Optimizers, a communication device which enables access to a cloud-based Monitoring Platform and, in many cases, a battery and additional smart energy management solutions and devices, such as EV chargers and load controllers. As part of our hardware sales, we also provide the energy management software which controls, manages and optimizes the energy production, storage and use of energy generated by our systems. Our solutions address a broad range of solar market segments, from residential solar installations to commercial and small utility scale solar installations. 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 business strategic goals. 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 2025, 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”). Corporate Governance Highlights
Accountability and Other Governance Practices
| ● | Clawback policy covering both cash and equity incentive-based compensation |
Stockholder Rights
| ● | 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 |
Stockholder Rights
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 63 | | Outstanding Equity Awards at December 31, 2025 | 64 | | Stock Vested Table | 65 | | Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control | 65 | | Potential Payments as of December 31, 2025 | 67 | | 2025 CEO Pay Ratio | 67 | | 2025 Pay Versus Performance Disclosure | 68 | | Description of Certain Relationships of Information Presented in the Pay Versus Performance Table | 69 | | Company vs Peer Group TSR and Compensation Actually Paid | 69 | | Compensation Actually Paid vs Net Income | 70 | | Compensation Actually Paid vs Revenue | 71 | | Financial Performance Measures | 71 | | Transactions with Related Persons | 72 | | Review, Approval, or Ratification of Transactions with Related Persons | 72 | | Fiscal Year 2025 Transactions with Related Persons | 72 | | Report Of the Audit Committee | 73 | | The Meeting | 74 | | Voting Rights, Quorum and Required Vote | 74 | | Notice of Internet Availability of Proxy Materials | 75 | | Voting Your Shares | 76 | | Expenses of Solicitation | 76 | | Revocability of Proxies | 76 | | Delivery of Documents to Stockholders Sharing an Address | 77 | | DELINQUENT SECTION 16(a) REPORTS | 77 | | Stockholder Proposals for the 2027 Annual Meeting | 77 | | Directors’ Attendance At Annual Stockholder Meetings | 78 | | Other Business | 78 | | Where You Can Find More Information | 78 | | APPENDIX A | 79 | | APPENDIX B | 81 |
Stockholder Rights
Forward-Looking Statements and Website References This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our social, environmental and other sustainability plans and goals, made in this document are forward-looking. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, our sustainability and corporate responsibility initiatives and goals are aspirational and may change. Statements regarding our initiatives and goals are not guarantees or promises that they will be met, and the inclusion of information in our sustainability reports (as discussed below), or identifying it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. Proposal No. 1 Election Of Directors The Company’s Board of Directors is presently comprised of seven members, who were previously divided into three classes, designated as Class I, Class II and Class III. The classification of our board of directors has been phased out, such that, beginning with this year’s 2026 Annual Meeting of Stockholders, the declassification of our board of directors has been completed and all directors will be subject to annual election for one-year terms. Our board of directors consists of Avery More, Shuki Nir, Guy Gecht, Betsy Atkins, Yoram Tietz, Dana Gross, and Gilad Almogy. Each of our seven directors have terms of office expiring at our Annual Meeting. Each of Betsy Atkins, Yoram Tietz, Gilad Almogy, Avery More, and Shuki Nir were last elected at our 2025 annual meeting of stockholders. Dana Gross was appointed to our Board effective July 5, 2023, and was initially recommended to our Board by the Company’s former CEO, Zvi Lando. Guy Gecht was appointed to our Board effective November 6, 2024, and was initially recommended to our Board by a non-management director. If elected at the Annual Meeting, each of the nominees will serve for a one-year term until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification, or removal. If any nominee is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled on a later date by the Board, or the Board may reduce the size of the Board of Directors. For each of the director nominees the following pages contain certain biographical information including a description of their professional background, primary qualifications, attributes and skills, as well as information on which Board committees the directors serve on. Nominees for Election or Reelection
Stockholder Rights
| Avery More Director Since: 2006 Age: 71 | Committees: Nomination and Corporate Governance Committee (Member), Technology and Cyber Committee (Member) Other Current Public Boards: None 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, including BuzzStream, AppDome, HolistiCyber Ltd., and various portfolio companies of Innoventions Capital. 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. |
Stockholder Rights
| Gilad Almogy Director Since: January 6, 2025 Age: 60 | Committees: Technology and Cyber 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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| Betsy Atkins | Committees: Nominating and Corporate Governance Committee (Chairperson), Technology and Cyber Committee (Member), Compensation Committee (Member) Other Current Public Boards: Wynn Resorts Ltd. and Enovix Corp. | | Director Since: 2021 Age: 71 | 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 21 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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| Guy Gecht Director Since: November 6, 2024 Age: 60 | Committees: Audit Committee (Member) and Technology and Cyber Committee (Chairperson) Other Public Boards: Logitech International S.A. Mr. Gecht brings decades of leadership and board experience to the SolarEdge Board in the fields of technology, AI, and cybersecurity. Mr. Gecht serves as Board Chair of Logitech International S.A. (Nasdaq: LOGI) a designer of software enabled hardware solutions and previously served as Interim CEO from June to December 2023. He served as Chief Executive Officer of Electronics for Imaging, Inc. (formerly NASDAQ: EFII) from 2000 to 2018, transforming the company into a global digital imaging technology platform. Prior to joining EFI, Mr. Gecht worked for several startups in software leadership roles and was 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, including as 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. |
Stockholder Rights
| Dana Gross | Committees: Audit Committee (Member); Compensation Committee (Chairperson) Other Current Public Boards: Tower Semiconductors Ltd. and Playtika Holding Inc. | | Director Since: 2023 Age: 58 | 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 funds, 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. |
Stockholder Rights
| Yoram Tietz Director Since: January 6, 2025 Age: 63 | 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. |
Stockholder Rights
| Yehoshua (Shuki) Nir Chief Executive Officer Director Since: December 4, 2024 Age: 57 | Committees: None Other Current Public Boards: Oddity Tech Ltd. Mr. Nir has nearly three decades of experience in leadership roles at multinational technology companies, most recently as SolarEdge’s Chief Executive Officer as of December 2024 and SolarEdge’s Chief Marketing Officer from June 2024 to December 2024. Prior to joining SolarEdge, 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) (until 2024), 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. |
Stockholder Rights
The Board of Directors recommends a vote FOR the election of each of the director nominees. Director Skills, Experience and Background The Nominating and Corporate Governance Committee and the Board have identified particular qualifications, attributes, skills and experiences that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities:
Stockholder Rights
| | Leadership and Executive Experience in Public Companies We believe that directors who have significant practical experience, demonstrated business acumen and leadership, and high levels of accomplishment will possess the ability to exercise sound business judgment and to provide insight and practical wisdom to help us analyze, shape, and oversee the execution of important operational and policy issues while understanding the legal and regulatory demands required from a public company. | | | Extensive Knowledge of the Company’s Business We design and manufacture both hardware and software technological solutions for the smart energy market while constantly developing and growing our business. Our director’s commitment to understanding the Company and its business, industry, and strategic objectives is significant for their contribution to our strategic planning and business discussions. | | | High Level of Financial Expertise Accurate financial reporting, robust auditing and familiarity with new accounting principles and practices are important for us as a publicly traded company. We, therefore, seek to have a number of directors who qualify as Audit Committee financial experts. We further expect all of our directors to be financially knowledgeable in order to understand and advise on our financial reporting, internal control, and investment activities. | | | Broad International Exposure We currently have a presence in 25 countries around the world. Our products have been installed in approximately 140 countries around the world. Due to the global nature of our business, we deem it critical for our directors to be able to provide valuable business and cultural perspective on our international operations. | | | Innovation and Technology Our products reflect a focus on innovation and we are continuously searching to improve and enhance the capabilities of our technology departments. It is important for us to have directors who share the desire for technological innovation, who have themselves led technology companies and who want to be a part of leading the path for continuous innovation in the area of smart energy. In light of the importance of protection of infrastructure from security threats including cyber, we look to our board members for their experience in this area. | | | Independence For non-employee directors, it is important that our directors are independent under Nasdaq listing standards and other applicable rules and regulations. |
Stockholder Rights
The table below summarizes the specific skills and attributes most valued by the Nominating and Corporate Governance Committee and the Board in connection with annual assessment and/or appointment decision-making for each director or nominee listed below. Therefore, the absence of a particular skill for a director does not necessarily mean the director does not possess that attribute. Skills and Expertise*
Stockholder Rights
| | Leadership and Executive Experience | Knowledge of the Company’s Business | Financial Expertise | Broad International Exposure | Innovation and Technology | Independence | Tenure | | Avery More | ● | ● | | ● | ● | ● | 20 years* | | Gilad Almogy | ● | ● | | ● | ● | ● | 1 year | | Betsy Atkins | ● | ● | | ● | ● | ● | 5 years | | Guy Gecht | ● | ● | ● | ● | ● | ● | 1 year | | Dana Gross | ● | ● | ● | ● | | ● | 3 years | | Shuki Nir | ● | ● | | ● | ● | | 1 year | | Yoram Tietz | ● | ● | ● | ● | | ● | 1 year | | Board Composition (%) | | | | | | | Average Tenure: 4.5 | | | 100% | 100% | 42% | 100% | 71% | 86% | |
Stockholder Rights
* SolarEdge has been public since 2015. The Board weighed the potential impact of tenure on the independence of our longest-serving director, Mr. More and determined that Mr. More’s independence from management has not been diminished by his years of service. Board Composition The Board conducts regular renewal and refreshment assessments. As part of such assessment, as set forth in our Principles of Corporate Governance (the “Principles”), the Nominating & Corporate Governance Committee seeks to achieve an array of professional and personal backgrounds on the Board. The Board assesses its effectiveness in this regard as part of the annual board evaluation process. The Nominating & Governance Committee regularly reviews the composition of our Board and assesses the skills, backgrounds, perspectives, viewpoints and experiences of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy. Each of our director nominees has achieved a high level of success in his or her career, including extensive experience in technology companies and venture capital firms, as well as historical knowledge of the Company for those who have served several years on our Board. Based on their experiences, each has been directly involved in the challenges related to setting the strategic direction and managing the financial performance, personnel, and processes of large, complex organizations. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. The Nominating and Corporate Governance Committee consults with other members of the Board and management in identifying and evaluating candidates for directorship. Additionally, the Board believes that diversity with respect to tenure is important in order to provide the Company with balanced views and insights from Board members who have a deep acquaintance with the Company’s history as well as a fresh perspective from new Board members. Directors and Corporate Governance Board Independence Under the listing requirements and Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. Our Principles provide that an “independent” director is a director who meets the Nasdaq definition of independence. The Principles also provide that, under applicable Nasdaq rules, the members of each of the Audit and Compensation Committees are subject to additional heightened independence criteria applicable to directors serving on these committees. Our Board of Directors undertakes a review of its composition, the composition of its committees and the independence of each director (both generally, and, where applicable, under heightened independence criteria applicable to certain committees) on an annual basis. Based upon information requested from, and provided by, each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined, based on the recommendation of our Nominating and Corporate Governance Committee, that each of Messrs. More, Tietz, Gecht, and Almogy and Mses. Atkins and Gross are “independent” under Nasdaq rules. Our Board of Directors also previously determined that Marcel Gani, Dirk Hoke, and Nadav Zafrir, who served as directors until April 8, 2025, June 3, 2025, and October 2, 2025 respectively, were independent for the time they served as directors on the Board. In addition, our Board of Directors has determined that all the members of the Audit and Compensation Committees meet the additional, heightened independence criteria applicable to such committee members under the Nasdaq rules. When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure. Directors with more than 12 years of service are subject to specific considerations to promote an undiminished level of independence. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving director and Chairperson of the Board, Mr. More. Mr. More provides valuable perspectives and expertise on matters of significance to the Company and is a respected leader in the Board room. The Board concluded that Mr. More is a valued director who fulfills his responsibilities with independent-minded oversight. Mr. More appropriately challenges management, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management. The Board determined that Mr. More’s independence from management has not been diminished by his years of service. As described in our Principles, the independent directors meet in executive sessions without management present at every regular Board meeting to promote open discussion among independent directors. Leadership Structure and Succession Planning In 2019, we separated the roles of Board Chairperson and CEO. On November 6, 2024, Mr. More was appointed as the Chairperson of our Board of Directors, replacing Mr. Nadav Zafrir who served in this position since 2019. On December 4, 2024, Mr. Nir, who was the Company’s chief marketing officer since June of the same year, was appointed as the Company’s new CEO, replacing Mr. Ronen Faier who acted as an interim CEO, following the resignation of Mr. Zvi Lando, who served in this position since 2019.
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| ● | The Board believes that its current leadership structure serves well the objectives of the Board’s independent oversight of management, the ability of the Board to carry out its roles and responsibilities on behalf of the stockholders, and the Company’s overall corporate governance. |
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| ● | The Board also believes that the separation of the Chairperson and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and enables him to leverage the experience and perspectives of the Chairperson of the Board and the other experienced Board members. Among other things, the Chairperson helps guide the Company on strategy. The Board and the Nominating and Corporate Governance Committee periodically review the leadership structure and refreshment of the Board to promote continued contribution by the Board to management and to new and creative thought processes. |
Stockholder Rights
Principles of Corporate Governance The Company is committed to robust corporate governance, ethical conduct, sustainability and accountability of our senior executives and board members. Our Principles of Corporate Governance are available under “Corporate Governance” on the investor relations page on our website. Board Meetings During 2025, the Board of Directors held 8 meetings. Each director attended at least 87% of the meetings of the Board of Directors held during the period such director served and each of our directors attended 100% of the aggregate of the total number of the meetings held by any of the committees of the Board of Directors on which such director served during such period. The Board’s Role in Risk Oversight The Board of Directors oversees the Company’s risk management process both directly and through its committees, the Audit Committee, the Compensation Committee, the Technology and Cyber Committee. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board continuously reviews the Company’s progress against its annual strategic plans and determines the appropriate level of risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’s and management’s consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational, health and safety, cyber security, sustainability matters, human capital management and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including material acquisitions and financial matters. Risk Oversight While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit Committee reviews and discusses the Company’s practices with respect to risk assessment and risk management. The Audit Committee also focuses on the adequacy and effectiveness of the Company’s internal controls. The Audit Committee receives regular reports from the Company on its internal system of audit and financial controls and enterprise risk information. In addition, the Audit Committee oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s codes of conduct and policies and procedures for monitoring compliance. The Compensation Committee oversees the assessment of the risks related to the Company’s compensation policies and programs applicable to its officers and other employees. Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, including reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its committees. Sustainability Strategy and Oversight The Board has delegated the overall oversight for the Company’s sustainability performance, disclosure, strategies, goals and objectives as well as monitoring evolving sustainability risks and opportunities to the Company’s Nominating and Corporate Governance Committee. The Board has delegated the overall oversight of the Company’s human capital management to the Compensation Committee. Oversight of Cybersecurity and Data Privacy Risks Cyber security risk is an area of increasing focus for our Board, particularly as an increasingly significant part of our operations rely on digital technologies. As a result, we have implemented a comprehensive cyber security program to assess, identify, and manage risks from cyber security threats that could result in material adverse effects on the confidentiality, integrity, and availability of our information systems. This program has been integrated into the Company’s overall risk management framework. The Board has delegated primary oversight of the Company's risks from cyber security threats to the Technology and Cyber Committee. Our management team, including our Chief Information Security Officer (CISO), provides quarterly updates to our Technology and Cyber Committee and annual updates to the full Board regarding our cyber security activities and other developments impacting our digital security. We have established protocols by which certain cyber security incidents are escalated within the Company and, where appropriate, reported to the Board and Technology and Cyber Committee in a timely manner. For additional information regarding our cybersecurity governance and risk management, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Cybersecurity” in Item 1C. Board Committees Audit Committee Our Board of Directors has established an Audit Committee, which operates under a written charter that is available on the “Corporate Governance” on the investor relations page on our website. The Audit Committee’s responsibilities include, but are not limited to:
Stockholder Rights
| ● | Defining and emphasizing management’s and the board’s commitment to an environment that supports integrity in the financial reporting process; |
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| ● | Assisting and representing the Board of Directors in discharging its oversight responsibilities over the accounting and financial reporting processes of both the Company and its subsidiaries; |
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| ● | Appointing, compensating, retaining, evaluating, terminating and overseeing our outside auditor; |
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| ● | At least annually, overseeing processes for monitoring the outside auditor’s independence; |
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| ● | Overseeing the implementation of new accounting standards by having the outside auditor report on a quarterly basis on accounting standards that could impact the Company’s business; |
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| ● | Reviewing with our outside auditor the matters required to be reviewed by applicable auditing requirements; |
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| ● | Communicating with the outside auditor on matters related to the conduct of the audit and on critical audit matters expected to be described in the outside auditor’s report; |
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| ● | Approving in advance all audit and permissible non-audit services to be performed by our outside auditor; |
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| ● | Meeting to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the company and the outside auditor’s reports related to the financial statements; |
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| ● | Receiving reports from the outside auditor and management regarding, and reviewing and discussing the adequacy and effectiveness of, the company’s disclosure controls and procedures; |
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| ● | Establishing and overseeing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls, auditing and federal securities law matters; |
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| ● | Overseeing the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s code of conduct and the Company’s policies for monitoring compliance; |
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| ● | Overseeing and participating in the resolution of internal control issues, where identified, including by meeting with the Company’s internal auditor, receiving reports of internal audits performed and overseeing implementation of recommendations by the internal auditor; |
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| ● | Assessing the Company’s risk management survey and the underlying internal audit plan; |
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| ● | Establishing and periodically reviewing policies and procedures for the review, approval, and ratify related person transactions; |
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| ● | Overseeing the preparation of the report of the Audit Committee that SEC rules require to be included in our annual proxy statement; and |
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| ● | Reviewing and understanding non-GAAP measures, and related company policies and disclosure controls. |
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Our Audit Committee, which met seven times in the year ended December 31, 2025, consists of Yoram Tietz, Guy Gecht , and Dana Gross, with Yoram Tietz serving as chairperson. Our Audit Committee has set meetings four times a year – dedicated to the review of our financial results /statements. 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. Compensation Committee Our Board of Directors has established a Compensation Committee, which operates under a written charter that is available on the “Corporate Governance” on the investor relations page on our website. The Compensation Committee’s responsibilities include, but are not limited to:
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| ● | Overseeing our overall compensation philosophy, policies, and programs; |
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| ● | Reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the chief executive officer’s performance in light of those goals and objectives, approving grants of equity awards to the chief executive officer and recommending to the independent directors the chief executive officer’s compensation level based on this evaluation; |
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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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The equity award program for our non-employee directors in 2025 consisted of (i) an equity award in the form of restricted stock units, granted upon the individual’s initial appointment to our Board, with a grant date value of $150,000, (ii) an annual equity award in the form of restricted stock units with a grant date value of $195,000 for non-employee directors other than the Chairperson of the Board, subject to proration for directors whose commencement of Board service is not on the date of the annual stockholder meeting, and (iii) an annual equity award in the form of restricted stock units with a grant date value of $425,000 for the Chairperson of the Board. The initial restricted stock unit awards vest in equal annual installments over three years and the annual RSUs, both for directors and Chairperson of the Board, vest in full on the earlier of (a) the one-year anniversary of the grant date or (b) the Company’s next regular Annual General Meeting of Stockholders, subject to continued board service through the applicable vesting date. Our directors are also reimbursed for travel, food, lodging, and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our by-laws. Our Board of Directors may revise the compensation arrangements for our directors from time to time. In addition, starting with equity awards made in 2023, directors are entitled to vesting acceleration upon death or disability. The following table sets forth the total cash and equity compensation paid to our non-employee directors for their service on our Board, on committees of our Board and as the Chairperson of our Board during the year ended December 31, 2025. Mr. Nir was not eligible to receive any additional compensation for serving on our Board. His compensation is disclosed in the “Summary Compensation Table” below.
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| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Avery More | 273,000 | 424,987 (2) | 697,987 | | Gilad Almogy | 62,000 | 425,119 (3)(4) | 487,119 | | Betsy Atkins | 82,000 | 194,990 (3) | 276,990 | | Dana Gross | 84,000 | 194,990 (3) | 278,990 | | Guy Gecht | 78,000 | 194,990 (3) | 272,990 | | Yoram Tietz | 89,500 | 425,119 (3)(4) | 514,619 | | Nadav Zafrir (5) | 50,000 | 194,990(3) | 244,990 | | Marcel Gani (6) | 16,500 | | 16,500 | | Dirk Hoke (7) | 25,833 | | 25,833 |
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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, 2026. As of December 31, 2025, Mr. More held 23,467 unvested restricted stock units, Mr. Zafrir held 0 restricted stock units, Ms. Atkins held 10,767 unvested restricted stock units, Ms. Gross held 11,040 unvested restricted stock units, Mr. Gecht held 16,067 unvested restricted stock units, and Mr. Tietz and Mr. Almogy held 19,975 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 03, 2025 of 23,467 restricted stock units ($424,987). All such units will become fully vested on June 03, 2026. |
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| (3) The amount reported here represents the grant date fair value of 10,767 restricted stock units ($194,990) granted to each director on June 03, 2025. All such units will become fully vested on June 03, 2026. |
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| (4) Includes Mr. Tietz's and Mr. Almog's initial equity award of 9,208 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 January 6, 2025 of 4,919 restricted stock units ($80,130) which 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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| (3) Consists of 81,396 shares of common stock beneficially owned by Mr. Nir, and 21,871 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (4) Consists of 10,735 shares of common stock issuable upon settlement of restricted stock units, owned by Mr. Alperovitz, which will vest and settle within 60 days of April 6, 2026. |
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| (5) Consists of 27,454 shares of common stock beneficially owned by Mr. Huber, and 5,792 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (6) Consists of 76,646 shares of common stock beneficially owned by Mr. Bechor, 12,343 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026, and 6,251 shares of common stock issuable upon exercise of options exercisable within 60 days of April 6, 2026. |
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| (7) Consists of 180,778 shares of common stock beneficially owned by Avery More, 23,467 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026, 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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| (8) Consists of 6,606 shares of common stock beneficially owned by Ms. Atkins, and 10,767 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (9) Consists of 5,501 shares of common stock beneficially owned by Ms. Gross, and 10,767 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (10) Consists of 8,622 shares of common stock beneficially owned by Mr. Gecht, and 10,767 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (11) Consists of 8,133 shares of common stock beneficially owned by Mr. Almogy, and 10,767 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (12) Consists of 10,495 shares of common stock beneficially owned by Mr. Tietz, and 10,767 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026. |
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| (13) Consists of 499,311 shares of common stock, 128,043 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 6, 2026, and 6,251 shares of common stock issuable upon exercise of options exercisable within 60 days of April 6, 2026 |
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| (3) Includes 12,097,577 shares of common stock available for future issuance under the Company’s 2015 Global Incentive Plan and 2,331,847 shares of common stock available for future issuance under the Company’s Employee Stock Purchase Plan. |
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Employee Stock Purchase Plan We have adopted an employee stock purchase plan (“ESPP”), pursuant to which our eligible employees and eligible employees of our subsidiaries may elect to have payroll deductions made during the offering period in an amount not exceeding 15% of the compensation which the employees receive on each pay day during the offering period. In the second quarter of calendar 2016, we started granting eligible employees the right to purchase our common stock under the ESPP. As of December 31, 2025, a total of 5,125,666 shares were reserved for issuance under the ESPP. Executive Officers Biographical information for the executive officers of the Company is set forth below. Biographical information for Mr. Nir can be found under “Election of Directors” on page 21.
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| Asaf Alperovitz | Other Current Public Boards: None. | | Age: 57 | Mr. Alperovitz joined SolarEdge on March 3, 2025, as our Chief Financial Officer. 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. On March 10, 2026, the Company announced that Mr. Alperovitz will resign from his position as CFO on June 9, 2026. |
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| Uri Bechor | | | Age: 55 | 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: 44 | 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. Mr. Huber Holds a B.Sc. in Industrial Engineering & Management, from Tel Aviv University. |
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Executive Compensation Compensation Discussion and Analysis We invest our resources to grow our business both organically and non-organically in a manner that we believe will increase stockholder value. Our Compensation Committee oversees our compensation guidelines and practices in order to attract new talent, support and reward the achievement of our financial goals and promote the attainment of other key business objectives. Company Named Executive Officers Our NEOs for the year ended December 31, 2025, are:
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| ● | Yehoshua Shuki Nir, our Chief Executive Officer and Director; |
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| ● | Asaf Alperovitz, our Chief Financial Officer(1); |
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| ● | Uri Bechor, our Chief Operations Officer; |
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| ● | Daniel Huber, our Chief Revenue Officer(2); and |
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| ● | Ariel Porat, our former Chief Financial Officer, until March 3, 2025(3); |
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| (1) Mr. Alperovitz was hired on March 3, 2025 as the Company’s Chief Financial Officer. On March 10, 2026, the Company announced that Mr. Alperovitz will resign from his position as CFO on June 9, 2026. The Company’s Board of Directors has initiated a search for a replacement Chief Financial Officer. |
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| (2) Mr. Huber has been employed by the Company since 2010. On April 8, 2025, Mr. Huber became a Named Executive Officer of the Company. . |
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| (3) Mr. Porat was succeeded by Asaf Alperovitz on March 3, 2025. Mr. Porat remained employed in a non-executive role until September 2, 2025. |
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Compensation Strategy The main objectives of our executive pay-for-performance compensation program are to:
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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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| • | The 2025 bonus was earned at 86.2% of target. |
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| • | Additionally, the 2023 PSUs, based on performance over the three-year period from 2023 to 2025, was not earned as our relative total stockholder return (TSR) performance was below the minimum threshold. With respect to the 2024 PSUs, our TSR performance is measured from 2024 to 2026, and was tracking to be earned at 0% of target as of December 31, 2025. |
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| ● | Alignment of Interests: We seek to align the interests of our senior executives with those of our stockholders through a heavy emphasis on equity-based awards and robust stock ownership guidelines. In 2025, 50% of each NEO’s annual equity award was granted in the form of PSUs tied to achievement of stock price targets during a three-year performance period, with a minimum two-year time-vesting requirement from the date of grant for any PSUs earned during the first two years after grant The remaining 50% of each NEO’s annual equity award was granted in the form of time-based RSUs which vest over four-years. |
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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 portion of each NEO’s annual equity award is subject to stock price hurdles requiring substantial improvement in our stock price performance from the day of grant. |
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| Compensation Element | Form | Objective | Rationale / Key Characteristics | | Base Salary | Cash | Attraction Retention | ● Fixed compensation. ● Intended to be commensurate with each senior executive’s position and level of responsibility. ● Evaluated annually or as necessary in response to organizational/business changes, individual performance, market data, etc., but not automatically increased. | | Annual Cash Incentive | Cash | Performance Alignment of Interests Motivation | ● Tied to and contingent upon the Company’s financials and business strategic goals established at the beginning of the calendar year by the Compensation Committee. ● Designed to reward achievement with respect to challenging annual performance goals that we consider important contributors to stockholder value. ● The Compensation Committee approves annual cash incentive payouts based on the level of achievement with respect to these pre-established goals, with threshold performance resulting in a payout at 50% of target and maximum performance resulting in a payout at 150%. | | Long-Term Incentives | Annual PSUs: 50% | Performance Alignment of Interests Motivation Retention | ● 50% of the target PSUs are eligible to become earned based on achievement of a $40 stock price hurdle; 100% of the target PSUs are contingent upon a $70 stock price hurdle, and 150% of the target PSUs would be eligible to be earned upon achievement of a $100 stock price hurdle. The stock price hurdles may be achieved over the three years after grant, and any PSUs that are earned during the first two years after grant are subject to a two-year time-vesting requirement from the date of grant. | | | Annual RSUs: 50% Sign-On RSUs | Alignment of Interests Retention Motivation | ● Variable compensation designed to align and retain key senior executives through the term of the awards ● Annual RSUs vest quarterly over four years ● Sign-on RSUs vest as to 25% on the first anniversary of the initial grant date and quarterly over the following the three years | | Other Compensation and Benefits | N/A | Attraction Retention | ● NEOs receive benefits that are generally available to all salaried employees in Israel, where the NEOs are located. This includes contributions to an education fund and to a fund known as Manager’s Insurance, which provides a combination of retirement plan, insurance, and severance pay benefits to Israeli employees. |
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| Change-in-Control Arrangements | Equity | Alignment of Interests Attraction Retention | ● Each of our NEOs has a clause in his or her employment agreement that entitles the NEO to immediate vesting of equity in the event of a qualifying termination within one year following a change in control (“double-trigger” equity vesting). ● Aligns management with stockholder interests in the face of events that may result in a change-in-control and not with potential individual implications of any such events. ● Reasonable change-in-control protections are necessary in order for us to attract and retain qualified employees. ● We periodically review the necessity and design of our senior executive severance and change-in-control arrangements. |
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Implementing Compensation Objectives Determining Compensation In making compensation decisions, we review the performance of the Company and each senior executive. We also consider the senior executive’s level of responsibility, the importance of the senior executive’s role in achieving our corporate objectives, and the senior executive’s long-term potential, while taking into account his or her current target compensation, value of outstanding equity awards, and stock ownership levels, and our stock selling restrictions for senior executives. Finally, we weigh competitive practices, relevant business and organizational changes, retention needs, and internal pay equity. Role of Compensation Committee and Management The Compensation Committee has primary responsibility for overseeing the design and implementation of our senior executive compensation programs. The Compensation Committee, with input from the other independent directors, evaluates the performance of the CEO. The Compensation Committee then recommends CEO compensation to the independent directors for approval. The CEO and the Compensation Committee together review the performance of our other senior executives, and the Compensation Committee determines their compensation based on recommendations from the CEO. The executives do not play a role in their own individual compensation determinations. The Committee determines incentive program design and other executive compensation policies and practices based in part on the CEO’s recommendations and other relevant data provided by management and FW Cook. Dana Gross serves as the chairperson of our Compensation Committee. Role of Compensation Consultants With respect to decisions for 2025 target compensation of the NEOs, competitive review of senior executive and non-employee director compensation programs and peer group review for 2025, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to review market trends and advise the Compensation Committee, including review of Company-wide burn rate and other aggregate LTI grant practices. FW Cook is the sole compensation consultant for the Compensation Committee and did not provide additional services outside of advising us on the amount and form of executive and director compensation. Our Compensation Committee has concluded that no conflicts of interest exist with respect to FW Cook’s provision of services after considering the following six factors: (i) the provision of other services to us by FW Cook; (ii) the amount of fees FW Cook received from us as a percentage of its total revenue; (iii) the policies and procedures of FW Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the FW Cook consultants with a member of the Compensation Committee; (v) any of our stock owned by the FW Cook consultants; and (vi) any business or personal relationship of the FW Cook consultants or FW Cook with any of our executive officers. The Compensation Committee is directly responsible for the appointment, compensation, and oversight of FW Cook. FW Cook reported directly to the Compensation Committee, although the Compensation Committee instructed FW Cook to work with management to compile information and to gain an understanding of the Company and any Company-related issues for consideration by the Compensation Committee, including market trends. Compensation Peer Group In order to attract, retain, and motivate the best management talent, we believe that we must provide a target compensation opportunity that is competitive relative to our peers. Therefore, the Compensation Committee considers practices of specific companies that we identified as our peers for executive compensation in 2025 (the “2025 Peer Group”), as well as survey data. Prior to the start of each new year, the Compensation Committee reviews the peer group with FW Cook, and makes changes, as appropriate, with an aim that it continues to appropriately reflect the Company’s size, industry, and scope of operations when considering the appropriate compensation for our executives. In September 2024, FW Cook performed a review of the Peer Group and a market study to inform 2025 compensation decisions. Due to the decline in our revenue and market capitalization since the peer group review in 2023 and following a comprehensive search for additional peers which focused primarily on broad industry, revenue, and market capitalization relevance, FW Cook recommended that 16 of the largest peers be removed and 14 new peers be added. The Compensation Committee approved FW Cook’s recommendations in recognition that the 2024 Peer Group would no longer provide relevant compensation benchmarks given our reduced financial size. The 14 new peers had trailing four quarter revenue at the time ranging from $805 million to $3.5 billion and had market capitalization ranging from $1.1 billion to $3.9 billion (measured as a trailing 12-month average through September 17, 2024). The peer group restructuring resulted in a 48% reduction in median trailing four quarter revenue and a 76% reduction in the median trailing 12-month average market capitalization through September 17, 2024, in each case, compared to the 2024 Peer Group. Our 2024 analyst consensus revenue at the time the peer group was reviewed was $1.07 billion, which was positioned between the 25th percentile and the median of the new peer group’s trailing four quarter revenue. Our trailing 12-month average market capitalization through September 17, 2024 was $3.6 billion, which was positioned at the 49th percentile of the new group. This revised peer group was used to inform 2025 compensation decisions and the establishment of Mr. Nir’s compensation in connection with his appointment as Chief Executive Officer and was comprised of the following companies (the “2025 Peer Group”): 2025 Peer Group:
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*New peer for 2025 Peer Group, added in September 2024 In August 2025, FW Cook performed a review of the Peer Group prior to performing a market study to inform 2026 compensation decisions. Due to the further decline in our market capitalization since the peer group review in 2025 and following a comprehensive search for additional peers which focused primarily on broad industry, revenue, and market capitalization relevance, FW Cook recommended that 10 of the largest peers be removed and four new peers be added. The Compensation Committee approved FW Cook’s recommendations in recognition that the 2025 Peer Group would no longer provide relevant compensation benchmarks given SolarEdge’s reduced market capitalization. Three of the four new peers had trailing four quarter revenue at the time ranging from $658 million to $703 million (lower than our revenue at the time), and the fourth had $2.9 billion in trailing four quarter revenue (but its market capitalization was lower than the median market capitalization of the previous peer group). The four new peers had market capitalization ranging from $1.4 billion to $4.3 billion as of August 15, 2025, which resulted in our $1.8 billion market capitalization at the time being at the 43rd percentile of the peer group. The peer group restructuring resulted in a 35% reduction in median trailing four quarter revenue and a 40% reduction in the median trailing 12-month average market capitalization through August 15, 2025, and a 45% reduction in the median market capitalization on August 15, 2025, in each case compared to the 2025 Peer Group. Our 2025-2026 average analyst consensus revenue was $1.3 billion at the time, which was FW Cook’s focus in anticipation that our 2024 revenue was at a low point, and this was the 48th percentile of the peer group trailing four quarter revenue (the peer revenue range was $658 million to $3.7 billion at the time). This revised peer group was used to inform 2026 compensation decisions and was comprised of the following companies (the “2026 Peer Group”): 2026 Peer Group:
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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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Unexercised stock options, whether vested or unvested, and unvested performance-based awards do not count towards the guidelines. Executives and directors who are covered by the policy are required to hold 50% of the “net profit shares” resulting from stock option exercises and/or vesting of other stock-based awards until they reach their applicable stock ownership level. “Net profit shares” refers to the number of shares actually held by an executive or director following a vesting or exercise event after covering withholding tax requirements and/or the costs of purchasing common stock. Once covered by the stock ownership policy, executives and members of the Board are expected to continuously accumulate qualifying equity until they meet the minimum stock ownership requirement. Once an individual has achieved the required stock ownership level, he/she must maintain stock ownership at or above the required level. As of the Record Date, all the executives and directors subject to this policy have met the requisite ownership guideline or are in compliance with the holding requirement under the policy. Compensation of the Named Executive Officers In determining target total direct compensation for our NEOs for 2025, the Compensation Committee reviewed independent market data as well as then-current pay levels of the Company’s senior executives, the Company’s pay philosophy and corporate performance, and the individual performance of the NEOs and other executive-specific factors such as criticality, tenure, and skill set relative to external marketplace. For a discussion of the Company’s performance for the year ended December 31, 2025, see “Proxy Executive Summary-2025 Business Highlights and Link to Pay Decisions” above. Base Salary Our NEOs are located in Israel and their salaries are paid in NIS. In January 2025, the Compensation Committee approved the 2025 base salaries, effective as of January 1, 2025, for each NEO who served at such time. In January 2025, the CEO and his then serving direct reports voluntarily asked the Compensation Committee to approve a 10% percent reduction of their base salary from the beginning of 2025 and until such time as the Company reaches profitability. Mr. Bechor’s and Mr. Porat’s base salaries were not changed as they continued their voluntary 10% reductions in effect since July 2024. In connection with his appointment in March 2025, the Compensation Committee approved the initial base salary of Mr. Alperovitz (1,860,000 NIS), who voluntarily asked for a 10% reduction, like all other NEOs, to 1,674,000 NIS. On January 1, 2025, the Compensation Committee approved an increase to Mr. Huber’s base salary to 1,302,720 NIS, which was voluntarily reduced by 10%, like all other NEOs, to 1,172,448 NIS. The following table sets forth the base salaries for the NEOs as of December 31, 2024 and December 31, 2025 (or as of the last day of employment for Mr. Porat) and the aggregate percentage change:
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Annual Cash Incentive Compensation For 2025, each NEO was eligible to receive an annual cash incentive compensation payment based on achievement with respect to pre-established corporate performance goals. At the beginning of 2025 or in connection with their respective appointments, the following target annual cash incentive awards were established by the Compensation Committee, which are pro-rated for any NEOs who were not employed for all of 2025:
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| Name | 2025 Target Annual Incentive Award (as a % of Base Salary) | | Shuki Nir | 100% | | Asaf Alperovitz(1) | 75% | | Ariel Porat | 75% | | Uri Bechor | 80% | | Daniel Huber | 75% |
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| (1) Asaf Alperovitz, our CFO was appointed on March 3, 2025, his 2025 target annual incentive award was pro rated to 62.5% for the period of 2025 during which he was employed by the Company. |
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For all of the NEOs, any payments under the annual cash incentive compensation program are contingent upon the Company achieving threshold performance with respect to the performance measures. The table below sets forth the performance measures and targets approved by the Compensation Committee in February 2025, the actual performance of such measures and the resulting payout percentage. No bonus would have been payable under the 2025 Executive Bonus Plan had the Company not reached a minimum of $1 billion in revenues for 2025.
Responsible Procurement
| | Measure | Weight | Achievement Range | | | Actual Performance | Weighted Payout Percentage | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | | Financials (1) | Revenues | 30% | $1.15B | $1.36B | $1.57B | $1.16B | 15.5% | | | Non-GAAP Gross Margin | 10% | 12% | 16% | 19% | 16.7% | 11.2% | | | Non-GAAP Operating Income (Loss) | 10% | $(208M) | $(142M) | $(73M) | $(156M) | 8.9% | | | Free Cash Flow | 10% | $57.3 | $157M | $271M | $77M | 6.0% | | Business strategic goals(2) | Quality of products | 10% | Goals which include annual failure rate of the Company’s products | | | | 10.0% | | | New product introduction | 20% | Goals which include the installation of new products | | | | 25.0% | | | Manufacturing KPI’s | 10% | Goals which include increasing manufacturing capacity in the U.S. | | | | 9.6% | | Total | | 100% | | | | | 86.2% |
Responsible Procurement
The Company exceeded the minimum financial goals required for bonus payments by achieving annual revenue of over $1 billion and a 86.2% of Target Corporate Performance Achieved. The earned bonus amounts were calculated based on 2025 salaries without giving effect to the temporary 10% salary reductions that were put in place at the beginning of the year. Equity Compensation 2025 Annual Equity Awards The 2025 NEO equity awards granted at the beginning of the year other than to Mr. Alperovitz, who joined the Company on March 3, 2025, were targeted to be 50% in PSUs and 50% in RSUs, each, with potential to upside of up to 150% of the target PSUs. The Company believes that this ratio supports a performance-based compensation program that aligns the NEOs’ interests with the interests of stockholders, and provides a balance between maximizing stockholder value and retention (with RSUs vesting quarterly for continued employment over four years and with PSUs tied to the 30-day successive average trading price of the Company’s common stock and contingent on a minimum employment period of two years). The following table sets forth the target annual equity award value for each NEO employed in January 2025 (or, for Mr. Alperovitz, in connection with his appointment in March 2025):
Responsible Procurement
| Name | RSU Value ($) | Target PSU Value ($) | Total Target Annual Equity Value ($) | | Shuki Nir | $2,100,000 | $2,100,000 | $4,200,000 | | Asaf Alperovitz | $600,000 | $600,000 | $1,200,000 | | Ariel Porat | $600,000 | $600,000 | $1,200,000 | | Uri Bechor | $600,000 | $600,000 | $1,200,000 | | Daniel Huber | $500,000 | $500,000 | $1,000,000 |
Responsible Procurement
The 2025 RSUs vest in equal quarterly installments over a four-year period commencing on February 28, 2025 and ending February 28, 2029 (or, for Mr. Alperovitz, as of 25% on May 31, 2026, and quarterly thereafter through May 31, 2029). At grant, the 2025 PSU grant targets represented substantial upside. Mr. Alperovitz’s PSUs were granted when the stock price was ~$17.32, making the $40 target a ~131% increase, while Mr. Porat, Mr. Nir and Mr. Bechor were granted PSUs at ~$14.00, making the $40 target a ~186% increase, underscoring the rigor of the award at the time of grant. With respect to the 2025 PSUs, 50% of the target PSUs would be earned upon achievement of a $40 stock price hurdle, 100% of the target PSUs would be earned upon achievement of a $70 price hurdle, and 150% of the target PSUs would be earned upon achievement of a $100 price hurdle. Achievement is defined as a 30-day successive average trading price of the Company’s common stock. The stock price hurdles may be achieved over the three years after grant, and any PSUs that are earned during the first two years after grant are subject to a two-year time-vesting requirement from the date of grant Performance of 2023 and 2024 PSUs The PSUs granted in 2023 were eligible to vest based on the Company’s TSR for the period measured from January 1, 2023 to December 31, 2025 relative to the TSR of the companies in the S&P 500 Index. The Company’s TSR was below the threshold performance level, which required at least 25th percentile performance. As a result, no PSUs were earned. With respect to the 2024 PSUs, tied to the Company’s TSR for the period measured from January 1, 2024 to December 31, 2026 relative to the TSR of the companies in the S&P 500 Index, the measurement will occur at the end of the performance period on December 31, 2026. These PSUs were tracking to be earned at 0% of target as of December 31, 2025. 2025 Other Equity Awards Mr. Huber received an additional 20,000 RSUs that vest in equal quarterly installments over a four-year period commencing on August 31, 2025. This award was granted to our Chief Revenue Officer to recognize his key contributions toward driving successful progress in the Company’s turnaround, including executing increased product adoption through a combination of organic growth and strategic partnerships. Other Compensation Our NEOs receive benefits that we generally make available to all salaried employees in Israel, where the NEOs are located. These include contributions to an education fund and to a fund known as Manager’s Insurance, which provides for a combination of retirement plan, insurance, and severance pay benefits to Israeli employees. See the section below entitled “Executive Compensation Table Narrative-Employment Agreements” for more information. Executives do not receive any special perquisites not extended to other employees of the Company. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code (the Code) limits the deductibility of compensation to $1 million per year per person for certain of our executive officers, including our NEOs. While our Compensation Committee considers the impact of this tax treatment, the primary factor influencing program design is the support of our business objectives. Generally, whether compensation will be deductible under Section 162(m) of the Code will be a consideration, but not the decisive consideration, with respect to our Compensation Committee’s compensation determinations. Accordingly, our Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax deductible in order to achieve a strategic result that our Compensation Committee determines to be more appropriate. Compensation Committee Report The Compensation Committee has reviewed and discussed with management and its independent consultant the Compensation Discussion and Analysis above, and based on such reviews and discussions, recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement. The Compensation Committee,
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| ● | 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; |
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| ● | PSUs are measured against the 30-day successive average trading price of the Company’s common stock, and are subject to at least a two-year vesting period; |
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| ● | Certain NEOs also have PSUs that are measured against the Company’s TSR relative to the TSR of companies in the S&P 500 index; |
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| ● | The use of multiple financial and business strategic metrics for performance-based annual cash incentive awards under our annual cash incentive program; |
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| ● | 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 | 2025 | 725,667 | 3,460,835 | 746,968 | 127,968 (6) | 5,061,438 | | | 2024 | 276,926 | 3,021,768 | | 41,348 | 3,340,042 | | Asaf Alperovitz - Chief Financial Officer | 2025 | 411,635 | 1,000,907 | 314,913 | 77,895 (7) | 1,805,350 | | Ariel Porat - Former Chief Financial Officer | 2025 2024 | 364,370 268,128 | 988,806 1,373,550 | - - | 124,479 (8) 34,001 | 1,477,655 1,675,679 | | Uri Bechor - Chief Operating Officer | 2025 | 468,703 | 988,806 | 385,968 | 86,765 (9) | 1,930,242 | | | 2024 | 458,856 | 3,860,070 | - | 90,894 | 4,409,820 | | | 2023 | 480,931 | 2,219,298 | | 74,766 | 2,774,995 | | Daniel Huber (11) - Chief Revenue Officer | 2025 | 342,834 | 1,435,787 | 264,673 | 122,211 (10) | 2,165,505 |
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| Year | 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) | | | | | Summary Compensation Table Total for Mr. Faier ($)(1) | Compensation Actually Paid to Mr. Faier ($) | Summary Compensation Table Total for Mr. Lando ($)(1) | Compensation Actually Paid to Mr. Lando ($)(2) | | | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(4) | | | | 2025 | 5,061,438 | 12,500,191 | N/A | N/A | N/A | N/A | 1,844,688 | 3,441,649 | 9.04 | 47.80 | (405,448) | 1,184,444 | | 2024 | 3,340,041 | 3,362,607 | 4,097,470 | 732,483 | 5,179,860 | (1,649,809) | 2,623,295 | 1,194,731 | 4.26 | 32.23 | (1,806,357) | 901,456 | | 2023 | N/A | N/A | N/A | N/A | 7,500,450 | (2,219,853) | 2,215,233 | 3,110,279 | 29.33 | 51.92 | 34,329 | 2,976,528 | | 2022 | N/A | N/A | N/A | N/A | 7,424,905 | 8,059,218 | 2,636,004 | 1,963,865 | 88.77 | 70.98 | 93,779 | 3,110,279 | | 2021 | N/A | N/A | N/A | N/A | 7,361,336 | 4,432,838 | 2,614,452 | 1,459,271 | 87.92 | 74.90 | 169,170 | 1,963,865 |
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| (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 2025. 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 2025 | Compensation Actually Paid to Mr. Nir ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | Summary Compensation Table Total | 5,061,438 | 1,844,688 | | Less, value of Stock Awards reported in Summary Compensation Table | (3,460,835) | (1,103,577) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 7,419,556 | 1,645,748 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 2,364,040 | 709,219 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 782,246 | 146,589 | | 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 | 333,745 | 413,005 | | Less, fair value from the last day of prior year of equity awards granted in prior years that were forfeited in the year | - | (214,024) | | Compensation Actually Paid | 12,500,191 | 3,441,649 |