DEF 14A of Ormat Technologies, Inc., Mar 27, 2024

DEF 14A of Ormat Technologies, Inc.

Filed Mar 27, 2024 · FY20230001308179-24-000314

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board recommends a vote FOR each director nominee. See page 15

  2. Board Nominees

    Board Nominees You are being asked to vote on the following nine nominees for directors to serve on our Board for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the sections below titled “Proposal 1 – Election of Directors” and “Our Board’s Skills, Experience and Backgrounds.” Aggregate information regarding the Board throughout this section assumes Ms. Barniv’s election.

  3. Board Nominees

    | | | | | Committee Memberships | | | | | | | | | | | Name | Age | Director Since | Independent | Audit | | Compensation | | Nominating & Corporate Governance | | Investment | | ESG | | | Isaac Angel | 67 | 2020 | | | | | | | | | | | | | Ravit Barniv | 60 | — | | | | | | | | | | | | | Karin Corfee | 63 | 2022 | | | | | | | | | | | | | David Granot | 77 | 2012 | | | | | | | | | | | | | Michal Marom | 54 | 2022 | | | | | | | | | | | | | Mike Nikkel | 59 | 2021 | | | | | | | | | | | | | Dafna Sharir | 55 | 2018 | | | | | | | | | | | | | Stanley B. Stern+ | 66 | 2015 | | | | | | | | | | | | | Byron G. Wong | 72 | 2017 | | | | | | | | | | | |

  4. Board Nominees

    | | Chairman of the Board | | | Chair of Committee | | + | Lead Independent Director |

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently consists of nine members. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following slate of nominees for a one-year term expiring in 2025: Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley B. Stern, and Byron G. Wong. Hidetake Takahashi has not been nominated for re-election and will serve until the expiration of his current term at the Annual Meeting; Mr Takahashi was previously nominated by ORIX, whose nomination rights were reduced as a result of its equity sell-down in 2023. For more information, see “Transactions with Related Persons—Transactions with ORIX.” The Board, based upon the recommendation of the Nominating and Corporate Governance Committee, determined to nominate Ravit Barniv to serve as a director if she is elected by our stockholders at the Annual Meeting. Action will be taken at the Annual Meeting for the election of these nominees. It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley B. Stern, and Byron G. Wong, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for election, the persons named in the proxy will have the right to use their discretion to vote for a substitute in accordance with SEC rules. Election of each director nominee requires the affirmative vote of the holders of a majority of votes cast for the election of each director at the Annual Meeting. Abstentions and “broker non-votes” will have no effect on the outcome of this proposal.

  6. ELECTION OF DIRECTORS

    | | OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 The following information describes the offices held and other business directorships of each nominee required to be disclosed by SEC rules. Beneficial ownership of equity securities of the nominees is shown under the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Age 67 Member of our Board since July 2020 Chairman of the Board | ISAAC ANGEL DIRECTOR QUALIFICATIONS: • Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business BACKGROUND: Mr. Angel has served as Chairman of our Board since January 2021, and served as Executive Chairman of our Board from July 2020 to December 2020. Mr. Angel was also our CEO from 2014 to July 2020. Previously, Mr. Angel served as chairman of the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, from March 2020 to March 2023, as a director of Frutarom Ltd. from 2008 until 2016 and Retalix Ltd. from 2012 until 2013, and as executive chairman of LeadCom Integrated Solutions Ltd. from 2008 to 2009. From 2006 to 2008, Mr. Angel served as Executive Vice President, Global Operations of VeriFone after it acquired Lipman Electronic Engineering Ltd. (“Lipman”), and from 1979 to 2006, he served in various positions at Lipman, including as its President and CEO. |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Age 60 Director Nominee Prior Member of our Board from November 2015 to May 2021 Independent Director | RAVIT BARNIV DIRECTOR QUALIFICATIONS: • Extensive management and corporate governance experience EDUCATION: • BA, Economics and Philosophy, Tel Aviv University • MBA, Finance, Tel Aviv University • MA, Governance, specialization in counterterrorism, IDC Herzliya (now Reichman University) • MBA, Healthcare Innovation, IDC Herzliya (now Reichman University) BACKGROUND: Ms. Ravit Barniv was previously a member of our Board from November 2015 until May 2021. Ms. Barniv previously served as the chairperson of the board of directors of Tnuva Group, the largest food group in Israel, from 2013 to 2015, as a board member of Clalit Health Care, Israel’s largest healthcare provider, from November 2016 to October 2022. She also served as a chairperson of the board of directors of Shikun & Binui Ltd., an infrastructure, real estate and renewable energy group in Israel, from 2007 to 2012, and as CEO of Netvision Communications, an internet service provider and provider of integration and telecommunication services, from 2001 to 2007. | | Age 63 Member of our Board since June 2022 Independent Director • Audit Committee • ESG Committee (Chair) | KARIN CORFEE DIRECTOR QUALIFICATIONS: • Depth of experience in the energy sector and expertise with strategic planning, renewables, energy storage and ESG EDUCATION: • BS, Political Economy of Natural Resources, University of California at Berkeley • MS, Civil Engineering, Stanford University BACKGROUND: Ms. Corfee has served on the board of directors of ClimeCo, a privately held global sustainability company, since September 2021 and the Center for Resource Solutions, a non-profit that creates policy and market solutions to advance sustainable energy, since March 2015. She is also the founder and CEO of KC Strategies LLC, a business consultancy firm specializing in energy, climate and sustainability services since its founding in April 2021. Ms. Corfee is an energy, ESG and management consultant and director with over three decades of experience assisting large corporations, utilities, government agencies, and investors with clean energy transition strategies. Previous work experience includes serving as Vice President of Professional & Advisory Services at Kevala, Inc., a power grid analytics company, from October 2021 to June 2022 where she built their professional advisory services team. From October 2019 through April 2021, Ms. Corfee served as a Partner at Guidehouse, a management consulting firm, where she oversaw the firm’s western energy practice. Ms. Corfee also served as Managing Director at Navigant Consulting, Inc., a management consulting firm from 2011 to its acquisition by Guidehouse in October 2019. Ms. Corfee also served as a Vice President at KEMA, Inc. (now DNV), a global energy consultancy company, from 1998 to 2011. Prior to consulting, Ms. Corfee worked for electric and gas utilities in North America, including Pacific Gas and Electric Company, City of Palo Alto Utilities, and Union Electric Company (now Ameren Corporation). | | Age 77 Member of our Board since May 2012 Independent Director • Nominating and Corporate Governance Committee • Investment Committee (Chair) • ESG Committee | DAVID GRANOT DIRECTOR QUALIFICATIONS: • Extensive management, banking, and financial experience, and overall business knowledge EDUCATION: • BA, Economics, Hebrew University • MBA, Hebrew University OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Rav-Bariach (08) Industries Ltd. (retiring April 2024) • Bezeq The Israel Telecommunication Corp. Ltd. • M.L.R.N. Projects and Trading Ltd. (Chairman) • CLAL Insurance Enterprises Holdings Ltd. BACKGROUND: Mr. Granot currently serves on the boards of directors of Bezeq The Israel Telecommunication Corp. Ltd. (TASE: BEZQ), M.L.R.N. Projects and Trading Ltd. (where he is Chairman of the board) (TASE: MLRN), CLAL Insurance Enterprises Holdings Ltd. (TASE: CLIS), and Rav-Bariach (08) Industries Ltd. (TASE: BRIH), which are all public companies in Israel. Mr. Granot has given notice of his intent to retire from the board of Rav-Bariach (08) Industries Ltd., effective April 2024. He also serves on the boards of directors of Sonol Israel Ltd., a private company in Israel. During the past five years, Mr. Granot served as a member of the boards of directors of the following non-U.S. public and private companies, for which he no longer serves as a director: Akerstein Ltd., Fritz Companies Israel T. Ltd. (chairman), Alrov (Israel) Ltd., Geregu Power Plc, Harel Insurance, Investments and Financial Services Ltd. (chairman of the Nostro investments committee), Calcalit Jerusalem Ltd., Tempo Beverages Ltd., and Protalix BioTherapeutics, Inc. (NYSE: PLX). From 2001 through 2007, Mr. Granot was the Chief Executive Officer of the First International Bank of Israel Ltd. |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Age 54 Member of our Board since June 2022 Independent Director • Audit Committee (Chair) • Compensation Committee | MICHAL MAROM DIRECTOR QUALIFICATIONS: • Extensive corporate governance and financial experience EDUCATION: • BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Paz Oil Company Ltd. • REE Automotive Ltd. BACKGROUND: Ms. Marom has served on the board of directors and the audit and compensation committees of REE Automotive Ltd. (Nasdaq: REE), a U.S. public company, since July 2021 and is a current member of the board of directors of Paz Oil Company Ltd. (TASE: PZOL), a leading energy company in Israel that is publicly traded there. Additionally, she served as a director of Union Bank of Israel, which subsequently was acquired by Bank Mizrahi-Tefahot, and as the Chair of the Audit Committee of Halman Aldubi, an investment firm, which subsequently was acquired by The Phoenix Holdings Ltd. From 2011 to 2015, Ms. Marom served as the Chief Financial Officer of Linkury Ltd., an Israeli high-tech company she co-founded in 2011. She previously served on the boards of the following public and private Israeli companies: OPC Energy Ltd. (TASE: OPCE), the largest supplier of electrical power in Israel, Partner Communications Ltd. (TASE: PTNR), from 2021 to 2023, and Dan Transportation Ltd., from 2014 to 2022. Ms. Marom is a certified public accountant in Israel and also acts as a consultant providing strategic advice on business models and financial transactions. | | Age 59 Member of our Board since May 2021 Independent Director • Compensation Committee • Investment Committee | MIKE NIKKEL DIRECTOR QUALIFICATIONS: • Extensive experience in the energy and infrastructure sectors, across development, finance, legal and management EDUCATION: • JD, University of Minnesota School of Law BACKGROUND: Mr. Nikkel currently serves as Senior Managing Director and Deputy Head of the Energy and Eco-Services Business Headquarters of ORIX, where he assists with global business development and management. Mr. Nikkel joined ORIX in 2016. He has held senior management positions in the energy and infrastructure sectors across development, finance, legal and management for more than 25 years. Mr. Nikkel started his career in the sector at the AES Corporation in 1996, where he became Vice President and Head of Business Development as well as Chief Financial Officer of the firm’s Asian operations before departing the company in 2003. Since that time, he has been Managing Director and a regional head at CLP Holdings, the Chief Executive Officer of a joint venture between CLP and the Mitsubishi Corporation, an Asia-based partner at private equity firm Global Infrastructure Partners, as well as the internal infrastructure and energy advisor to the Jardine Matheson and Astra International group of companies. He has previously served on a number of boards of directors and various committees, including the board and executive committee of Electricity Generating PLC of Thailand, a public company. | | Age 55 Member of our Board since May 2018 Independent Director • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | DAFNA SHARIR DIRECTOR QUALIFICATIONS: • Extensive domestic and international financial and legal experience, specifically in mergers and acquisitions EDUCATION: • BA, Economics, Tel Aviv University • LLB, Tel Aviv University School of Law • LLM, New York University School of Law • MBA, INSEAD OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Cognyte Software Ltd. • Gilat Satellite Networks Ltd. BACKGROUND: Ms. Sharir has served on the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, since 2016, on the board of directors and audit committee of Cognyte Software Ltd. (Nasdaq: CGNT), a U.S. public company, since 2022. She has also served on the board of directors of Minute Media Inc., a private company, since 2021. From 2013 to 2018, she served on the board of directors of Frutarom Industries Inc., and from 2012 to 2015, she served on the board of directors of Ormat Industries Inc., which was merged into Ormat Systems Ltd. (“Ormat Systems”) in February 2015. Since 2005, Ms. Sharir has served as a consultant, providing mergers and acquisitions advisory services, including with respect to due diligence, structuring, and negotiation, to public and private companies around the world. From 2002 to 2005, she served as Senior Vice President—Investments of AMPAL-American Israel Corporation, formerly a U.S. public company, and was responsible for all of its acquisitions and dispositions. From 1999 to 2002, she served as Business Development—Director of Mergers and Acquisitions at AMDOCS and was responsible for international acquisitions and equity investments. |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Age 66 Member of our Board since November 2015 Lead Independent Director • Audit Committee • Nominating and Corporate Governance Committee (Chair) • Investment Committee | STANLEY B. STERN DIRECTOR QUALIFICATIONS: • Extensive management, strategic analysis, banking and financial experience across a broad spectrum of industries EDUCATION: • BA, Economics and Accounting, City University of New York, Queens College • MBA, Harvard University OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. (Chairman) • Radware Ltd. • Tigo Energy, Inc. BACKGROUND: Mr. Stern is the Managing Partner of Alnitak Capital, which he founded in 2013 to provide board level strategic advisory services and merchant banking services, primarily to companies in technology-related industries. From 1981 to 2000 and from 2004 to 2013, he was a Managing Director at Oppenheimer & Co, where, among other positions, he was head of the investment banking department and technology investment banking group. He also held positions at Salomon Brothers, STI Ventures and C.E. Unterberg. Mr. Stern has served as chairman of the board of directors of AudioCodes, Ltd. (Nasdaq: AUDC), a U.S. public company, since 2012, and serves as a member of the board of directors of the following U.S. public and private companies: Tigo Energy, Inc. (Nasdaq: TIGO) since 2015 and Radware Ltd. (Nasdaq: RDWR) since September 2020. Mr. Stern previously served from 2015 to 2018 as the chairman of the board of directors of SodaStream International Ltd., a U.S. public company until its sale to Pepsico in 2018, and as a member of the board of directors of the following public and private companies, for which he no longer serves as a director: Given Imaging Ltd., Fundtech Inc., Tucows, Inc. (chairman), Polypid Ltd., Odimo, Inc, and Ekso Bionics Holdings, Inc. (lead Independent director). | | Age 72 Member of our Board since July 2017 Independent Director • Audit Committee • ESG Committee | BYRON G. WONG DIRECTOR QUALIFICATIONS: • Extensive experience and proficiency in understanding, developing and managing energy and power projects globally EDUCATION: • BA, Economics, University of California, Los Angeles • MBA, University of California, Los Angeles BACKGROUND: Mr. Wong has been a private energy consultant following his retirement from Chevron Corporation (“Chevron”) at the end of 2012 after more than 31 years with Chevron, its affiliates and predecessor companies. While at Chevron, from 2001 to 2012, Mr. Wong was Senior Vice President — Commercial Development (Asia) for Chevron Global Power Company, managing a team of professionals in identifying and developing opportunities for independent power projects to monetize Chevron’s gas in the region, and also participating as a member of a decision review board for overseeing Chevron’s geothermal development opportunities in Indonesia and the Philippines. Prior to the merger with Chevron in 2001, Mr. Wong established and staffed the initial Asian office location for Texaco Power and Gasification in Singapore in 1999. Before moving to Singapore, from 1995 to 1999. Mr. Wong was based in London with Texaco Europe: first as the Director of New Business Development (Downstream) for Central/ Eastern Europe and Former Soviet Union, with primary responsibility for developing Texaco’s downstream entry into this region, and later, from 1998 to early 1999 as Vice President of Upstream Corporate Development for Europe, Eurasia, Middle East and North Africa, focusing on opportunities for upstream oil and gas mergers, divestments and acquisitions. |

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM The compensation of our non-employee directors for Fiscal 2023 was as follows:

  14. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Annual Board Retainer | $95,000 and an annual equity grant with a value of $120,000* | | Annual Retainer for Non-Employee Chairman of the Board | $100,000 consisting of a $40,000 cash retainer and an equity grant with a value of $60,000* | | Annual Cash Retainer Committee Chair | $10,000, except $20,000 for Audit Committee |

  15. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | * Equity grant is in the form of RSUs, with the actual number of RSUs based on the closing price of our Common Stock on the next business day following the date of grant. The RSUs vest in full on the first anniversary of the grant date. |

  16. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    We also promptly reimburse all directors for transportation and lodging expenses actually incurred to attend meetings of our Board or committees. The timing of compensation and the annual equity grants to non-employee directors runs from the time of the Company’s annual meeting of stockholders rather than at the end of each fiscal year and cash retainers, which are paid quarterly, are based on the annual meeting cycle rather than the fiscal year-end cycle. The directors affiliated with ORIX at the time of the grant of the equity portion of the annual board retainers, Messrs. Nikkel and Takahashi, declined the grant of, and thus were deemed never to have acquired, the RSUs, which were subsequently cancelled for no value. They also forwent their cash compensation for the 2023 Board Term. The following table sets forth the total compensation paid to each member of our Board during Fiscal 2023:

  17. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards($)(1) | Total ($) | | Isaac Angel | 135,000 | 180,000 | 315,000 | | Karin Corfee | 105,000 | 120,000 | 225,000 | | David Granot | 105,000 | 120,000 | 225,000 | | Michal Marom | 115,000 | 120,000 | 235,000 | | Mike Nikkel(2) | — | — | — | | Dafna Sharir | 105,000 | 120,000 | 225,000 | | Stanley B. Stern | 105,000 | 120,000 | 225,000 | | Hidetake Takahashi(2) | — | — | — | | Byron G. Wong | 95,000 | 120,000 | 215,000 |

  18. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (1) Represents the grant date fair value of RSU awards based on the closing price of our Common Stock on the next day of business following the date of grant, computed in accordance with Topic 718. For a summary of the assumptions made in the valuation of the awards, please see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for Fiscal 2023. Each RSU represents the right to receive one share of Common Stock upon vesting. | | (2) Mr. Nikkel and Mr. Takahashi, who are each affiliated with ORIX, elected to forgo all of their compensation for Fiscal 2023. |

  19. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    The following table provides the aggregate number as of December 31, 2023 of unexercised options and SARs and unvested RSUs outstanding for each of our non-employee directors who served during Fiscal 2023.

  20. FISCAL 2023 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Name | Unexercised Options Outstanding | Unexercised SARs Outstanding | Unvested RSUs Outstanding | | Isaac Angel | — | — | 2,170 | | Karin Corfee | — | — | 1,447 | | David Granot | — | 2,525 | 1,447 | | Michal Marom | — | — | 1,447 | | Mike Nikkel | — | — | — | | Dafna Sharir | — | 4,146 | 1,447 | | Stanley B. Stern | — | 4,146 | 1,447 | | Hidetake Takahashi | — | — | — | | Byron G. Wong | 7,500 | 2,525 | 1,447 |

  21. Compensation Objectives and Design

    | What We Do | | What We Don’t Do | | | | Design key elements of our compensation program to pay based on our financial and operating performance. | | Use financial or operational metrics that promote excessive risk-taking. | | | Use metrics important to our business in our incentive compensation plans and set challenging performance targets. | | Provide preferential payments or above-market returns on any deferred compensation plan. | | | Use a variety of equity award structures, including PSUs and RSUs (as well as SARs and options historically), to tailor our compensation to our performance. | | Provide excessive perquisites to our executive officers. | | | Regularly evaluate risk in light of our compensation programs. | | Allow our executive officers, employees or directors to hedge or pledge our stock. | | | Cap the amount of our annual incentive pay at reasonable levels. | | Re-price underwater options. | | | Promote long-term focus through multi-year vesting of our equity awards. | | Pay tax gross-ups. | | | Grant PSU awards with a three-year performance period, and a four-year service period, based on challenging relative total shareholder return and Megawatts goals. | | Pay out dividends or dividend equivalents on equity awards prior to vesting. | | | Maintain a formal claw-back policy applicable to our current and former executive officers. | | Pay guaranteed bonuses. | | | Engage an independent compensation consultant. | | Provide automatic salary increases. |

  22. Compensation Elements

    | Element | Purpose | Key Features | | SHORT-TERM FIXED COMPENSATION | | | | Annual Salary | • Monthly cash compensation • Provides a predictable annual income at a level consistent with the individual’s contributions of our executive officers | See page 38 for more details | | MEDIUM-TERM VARIABLE COMPENSATION | | | | Management Plan | • Annual bonus opportunity based on challenging, pre-set performance metrics or other incentive- based compensation • Links our executive officers’ compensation to the Company’s overall annual performance, as well as, in most cases, individual achievement | 2023 Metrics: • Company Performance Metrics (Revenue, Adjusted EBITDA) • Quantitative individual performance criteria • Qualitative CEO goals | | | | No bonus paid unless net income is positive See pages 42-43 for more details | | LONG-TERM EQUITY AWARDS: | | | | Mix of equity awards, typically granted each year, to promote long-term leadership and align the interests of our executive officers with those of our stockholders | | | | Performance Stock Units (PSUs) | • Focuses executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans • Increased weight of PSUs (to approximately 60%) | Vesting: 3-year performance period (4-year service period) Performance Metrics: • 50% relative TSR • 50% Megawatts capacity targets | | | | TSR Payout capped at 100% if absolute TSR is negative See pages 42-43 for more details | | Restricted Stock Units (RSUs) | • Assists in retaining our executives to ensure execution of our long-term strategies | Vesting: 4 years |

  23. Role of the Compensation Committee

    | • | absolute corporate performance relative to our objectives; | | • | creation of long-term value for our stockholders and stockholder views on compensation; and | | • | feedback from stockholders and proxy advisers as part of outreach efforts. |

  24. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant As outlined in its charter, the Compensation Committee has the right to retain compensation consultants (and other outside consultants) to provide independent advice to the Compensation Committee. In Fiscal 2023, the Compensation Committee appointed F.W. Cook & Co. (“F.W. Cook”) as an independent outside compensation consultant. During Fiscal 2023, F.W. Cook provided general market data on compensation levels for the Company’s named executive officers, emerging trends in incentive metrics in executive compensation programs, and trends related to the executive clawback policies. As part of its annual independence assessment during Fiscal 2023 (cited under “—Annual Process” below), the Compensation Committee considered the six factors specified by the SEC in Rule 10C-1 under the Exchange Act and by Section 303A.05 of the NYSE Listed Company Manual to monitor the independence of its compensation consultant, and determined that F.W. Cook’s provision of services to the Company did not raise a conflict of interest.

  25. Management Plan

    Management Plan Each year, following publication of our financial statements for the prior fiscal year, the Compensation Committee determines and approves the amount of any annual bonus payable to our CEO and, based upon the recommendations of our CEO, reviews and approves the annual bonus payable to our other executive officers. Annual bonuses for our executive officers are payable in accordance with the Company’s Management Plan. Mr. Blachar’s eligibility for an annual cash bonus under the Management Plan is also governed by additional terms provided in his employment agreement (the “Blachar Employment Agreement”), which are described under “Executive Compensation Tables—Employment Agreements” below. The Management Plan provides for annual cash bonuses for participating employees based on the achievement of certain performance metrics. At the beginning of each fiscal year, our CEO and the Compensation Committee review the Company’s objectives under the Company’s strategic plan and annual budget, the compensation practices of our peers, and other market data, and the CEO recommends performance metrics, which are measurable financial and operational goals, for the upcoming fiscal year for all executive officers other than himself. These measurable financial and operational goals may be with respect to the performance of the Company on a consolidated basis, the performance of the Company in a particular country or region, or the performance of a business unit or operating segment of the Company, including a geographically-based business unit.

  26. Performance Metrics

    Performance Metrics After taking into account the CEO’s recommendations, the Compensation Committee establishes (i) Company Performance Metrics (as defined in the Management Plan) applicable to all executive officers, (ii) other quantitative individual performance criteria for each executive officer (the “Individual Performance Metrics”) and (iii) qualitative “CEO Goals” for each executive officer. The “CEO Goals” include certain operational objectives for each executive officer, thus enabling the Compensation Committee to evaluate achievement based on both the executive officer’s individual performance and our overall Company performance during the covered fiscal year. Collectively, the metrics focus on financial and operational performance, our execution of our business plan, the individual performance of the executive officer, certain subjective assessments of the executive leadership and other contributions to and impacts by the executive officer on the Company. The Compensation Committee sets target levels of achievement under each of such Company Performance Metrics, Individual Performance Metrics and CEO Goals, and assigns a weight to each of these three elements reflecting the contribution of achievement to the total payout. The Compensation Committee has the ability to adjust the targets once they are set for extraordinary events. The Management Plan provides that, unless otherwise determined by the Compensation Committee, for executive officers (other than Mr. Blachar) the Company Performance Metrics may not have a collective weight of less than 50%. The Compensation Committee determined that the Company Performance Metrics should have a weight of 40% in 2023 for these NEOs. For Mr. Blachar, as dictated by the Blachar Employment Agreement, the Company Performance Metrics and the Individual Performance Metrics must have a collective weight of 75%, and the CEO Goals must have a weight of 25%. The chart below indicates the rationale for the Company Performance Metric, the Individual Performance Metrics (as a group) and the CEO Goals (as a group), and the weighting of each component for the CEO and other NEOs for Fiscal 2023.

  27. Performance Metrics

    | | | | Weighting | | | Category | Rationale | Components | | | | | | | CEO | Other NEOs | | Company Performance Metric | Financial metrics, based against targets set by the Board, that support commitment to provide solid returns to our shareholders and support our dividend | Revenue Adjusted EBITDA(1) | | | | Individual Performance Metrics | Other quantitative financial and operational metrics that focus on our core business drivers and growth targets | Specific to each NEO’s role at the Company, including items such as: • Income before income taxes • Net income • Electricity and Product segment revenue • Electricity and Energy Storage segment EBITDA • Product segment gross margin • Product backlog • Energy Storage segment growth • Targeted operational goals • Reporting compliance • Capital expenditure | | CCO: Others: | | CEO Goals | Qualitative metrics that encourage the efficient management of the Company and its culture | Measuring the CEO’s effectiveness at, among other things: • Managing and operating the Company • Human capital management • Impact on social and environmental responsibility initiatives • M&A activity | | CCO: Others: |

  28. Performance Metrics

    | (1) Adjusted EBITDA, as reported on our financial results, is defined as net income before interest, taxes, depreciation, amortization, and accretion, adjusted for (i) mark-to-market gains or losses from accounting for derivatives not designated as hedging instruments; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) cost related to a settlement agreement;, (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration activities; and (viii) other unusual or non-recurring items. |

  29. Performance Metrics

    Finally, in addition to determining pre-set performance metrics and weights for each such metric, the Compensation Committee establishes threshold and maximum bonus opportunities for each executive officer, based on base salary. For all NEOs other than Mr. Blachar, the Compensation Committee set threshold and maximum bonus opportunities for Fiscal 2023 under the Management Plan at approximately 10% and 75%, respectively, of the NEOs’ base salaries. There is no target bonus opportunity for the NEOs other than Mr. Blachar. For Mr. Blachar, the Compensation Committee set his threshold, target and maximum bonus opportunities for Fiscal 2023 at 100%, 100% and approximately 117% (i.e., two months extra of base salary), respectively, of his base salary. For more information on threshold, target and maximum bonus opportunities, see “Executive Compensation Tables—Grants of Plan-Based Awards in 2023.” Bonus payouts are determined based on the level of actual achievement for each goal under the Management Plan. Achievement is assessed stringently but holistically. For the CEO’s bonus, if the actual results exceed the target of one metric, it can offset the other metrics. If the level of achievement of a Company Performance Metric falls between the levels corresponding to a threshold and maximum bonus, bonus payout is based on a linear interpolation between the threshold and maximum bonus amounts. Mr. Blachar’s maximum bonus opportunity is achievable only if the net income metric set for him (under the Individual Performance Goals) exceeds its target. Regardless of other performance, no bonus is paid under the Management Plan for any fiscal year, unless the Company’s net income for such fiscal year is positive. The chart below indicates the actual achievements under each element of the Management Plan for each NEO in Fiscal 2023, based on our Company’s and the NEOs’ individual performance as described in more depth following the chart.

  30. Performance Metrics

    | | Company Performance Metrics | | Individual Performance Metrics | | | NEO | Revenue | Adjusted EBITDA | | CEO Goals | | Doron Blachar, Chief Executive Officer | 72% | 89% | 113% | 100% | | Assaf Ginzburg, Chief Financial Officer | 83% | 76% | 97% | 100% | | Shimon Hatzir, Executive Vice President, Electricity Segment | 83% | 76% | 67% | 100% | | Ofer Ben Yosef, Executive Vice President, Business Development and Sales | 83% | 76% | 44% | 100% | | Jessica Woelfel, General Counsel, CCO, and Corporate Secretary | 83% | 76% | 100% | 100% |

  31. Company Performance Metrics Results

    Company Performance Metrics Results For the Company Performance Metrics applicable to all NEOs, the Compensation Committee considered the following financial results for Fiscal 2023:

  32. Company Performance Metrics Results

    | Company Performance Metric | Target | Actual | | Revenue | $853 million | $829.4 million | | Adjusted EBITDA | $487 million | $481.7 million |

  33. Management Plan Payouts

    Management Plan Payouts The chart below indicates, for each of our NEOs, after linear interpolation, the amount of the bonus earned and paid out to him or her, expressed as a percentage of the maximum bonus amount, and the bonus payouts in respect of the level of performance achieved with respect to the Company Performance Metrics, Individual Performance Metrics and CEO Goals, as described above.

  34. Management Plan Payouts

    | NEO | % of Award Paid Out | Bonus Payout | | Doron Blachar, Chief Executive Officer | 94% | $594,000 | | Assaf Ginzburg, Chief Financial Officer | 90% | $274,000 | | Shimon Hatzir, Executive Vice President, Electricity Segment | 83% | $223,000 | | Ofer Ben Yosef, Executive Vice President, Business Development and Sales | 68% | $165,000 | | Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary | 81% | $220,000 |

  35. Equity Awards

    Equity Awards We are committed to long-term incentive programs for our executive officers that promote the long-term growth of the Company and align the interests of our executive officers with those of our stockholders. The determination of the total amount of annual equity awards that may be awarded to our employees in a particular year is determined in a similar manner to our annual bonuses under the Management Plan. We make equity awards to our executive officers and employees on an annual basis in line with market norms, and in order to reinforce our pay for performance culture. We make equity awards following the publication of our financial results for the preceding year and our Compensation Committee determines the total amount of annual equity awards that may be made to all of our employees. Within one month after the Compensation Committee determines the total amount of annual equity awards that may be made to all of our employees, including our executive officers, our CEO recommends to the Compensation Committee the particular amount of equity awards to be made to each of the executive officers after consideration of a variety of factors, including the Company’s performance and relative stockholder return, the expected contribution of the executive officers to the Company’s growth and success, awards granted to the executive officers in past years and certain survey and other market data regarding the compensation practices of our peers. These factors are not assigned any particular weight, and the Compensation Committee does not use a formula to apply these factors in determining the number of equity awards to be made to each of our executive officers. Instead, the Compensation Committee uses its judgment and experience in considering these factors to determine the appropriate number of equity awards to be granted to each of our executive officers for each fiscal year to ensure there is a strong link between our executive officers’ compensation and performance and alignment of their interests with those of our stockholders. All equity awards are made pursuant to the Company’s 2018 Incentive Compensation Plan, as amended (the “2018 ICP”).

  36. Equity Awards

    | Awards granted to NEOs include two distinct components: Performance Stock Units (PSUs) and Restricted Stock Units (RSUs). Each executive’s target grant value is based on his or her role. | |

  37. Equity Awards

    During 2023, our NEOs received equity incentive compensation weighted towards performance-based awards, with a target allocation mix of 60% PSUs and 40% RSUs. The PSUs are calculated based on percentage of total grant date fair value for all grants (assuming a payout at the probable outcome level for PSUs) and based on capacity growth based on Megawatts (“MW”), such that 50% of granted PSUs are tied to TSR performance relative to the S&P 500, and 50% of granted PSUs are tied to targeted MW growth. The Fiscal 2023 PSU and RSU awards vest over four years, with 25% vesting on each anniversary of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting and is valued on the date of grant based on the closing price of our Common Stock on the next business day following the date of grant. PSUs tied to TSR are paid out based on the Company’s achievement of three-year relative total shareholder return (“relative TSR”) compared to companies in the S&P 500 index. The Compensation Committee chose relative TSR as the performance metric due to its prevalent use in compensation design and its focus on driving stockholder value within a broad-market investment portfolio. The performance metrics are as follows:

  38. Equity Awards

    | Three-year relative TSR | PSUs earned* | | 75th percentile and above | 150% (maximum) | | 55th percentile | 100% (target) | | 35th percentile | 50% (threshold) | | Below 35th percentile | 0% |

  39. Equity Awards

    | * Subject to linear interpolation. |

  40. Equity Awards

    Additionally, where three-year relative TSR is negative, regardless of performance relative to our peers, the TSR PSU payout will be capped at 100% of target. PSUs tied to MW targets are paid out based on the Company’s achievement of defined three-year MW growth targets established by the Compensation Committee at the time of grant and the Compensation Committee does not have discretion to vary the MW targets after the grant date. The number of PSUs that may be earned ranges from 0% to 200% of target. The Compensation Committee chose MW targets as the performance metric to align with the Company's multiyear capacity expansion targets that further strengthens our earnings generation capabilities. At least 50% of the MW growth must be via organic growth. The MW target performance metrics are challenging, but attainable goals that motivate exceptional performance against our operating plan. The targets are set at levels we believe require significant effort on the part of our executives, yet also represent a reasonable expectation of operational results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook. While we believe in transparency and disclose as much information to stockholders as is necessary to understand how our executive compensation program works, we believe that disclosing these metrics on a prospective basis would provide our competitors with insight regarding confidential business growth strategies, and would thereby result in competitive harm to the Company. We will disclose the targets and actual performance on a retrospective basis for the MW PSUs that vest after completion of the three-year performance period. PSUs tied to each of the relative TSR and MW targets are also subject to service-based vesting and will vest ratably over four years (25% on each of the one, two, three and four year anniversaries of the date of grant). However, no PSUs will actually be earned or paid until completion of the three-year performance period from the date of the grant, and the ability to receive the PSUs will not begin to occur until after year three.

  41. 2020-2023 PERFORMANCE STOCK UNITS PROGRAM RESULT

    2020-2023 PERFORMANCE STOCK UNITS PROGRAM RESULT The PSUs granted to our executive officers in 2020 were paid out based on the Company’s achievement of three-year relative total stockholder return (“relative TSR”) compared to companies in the S&P 500 index. For the 2020-2023 performance cycle, our 3-year relative TSR was in the 39th percentile with respect to the PSUs granted to Mr. Blachar in July 2020, the 41st percentile with respect to the PSUs granted to Mr. Ginzburg and Mr. Ben Yosef in May 2020, and the 20th percentile with respect to the PSUs granted to Mr. Hatzir (prior to becoming an executive officer), resulting in 60%, 64% and 0% respectively of such PSUs being earned compared to the target amounts. Ms. Woelfel did not receive any PSUs in 2020.

  42. ISRAEL

    ISRAEL Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon the termination of an employee’s employment due to retirement, death, termination without cause (and other circumstances as defined under Israeli law). We make monthly contributions on behalf of our Israel-based executive officers to a pension plan, known as a management insurance plan, or to a pension fund. These funds provide a combination of pension allowance and/or insurance and severance pay benefits to the executive officers. We contribute 7.5% of the monthly salary to the pension component (including disability insurance) and 8.33% of the monthly salary to the severance component and the employee contributes an amount between 6% and 7% of salary to the pension component. Our CEO is entitled to similar contributions on behalf of the Company as pension contribution and on account of severance. Accordingly, a substantial part of our statutory severance obligation is covered by these monthly contributions. Generally, in addition, our Israel-based NEOs are entitled to participate in an education fund plan (the “Education Fund”), pursuant to which each executive officer who participates in the plan contributes an amount equal to 2.5% of their monthly salary to the Education Fund and the Company 7.5% of their monthly salary to the Education Fund up to a certain sum. For more information, see the “All Other Compensation” column in the “Summary Compensation Table”, in “Executive Compensation Tables.”

  43. Other Bonuses

    Other Bonuses The Compensation Committee also has the authority to make discretionary bonuses during any fiscal year, as the Compensation Committee determines in its discretion is appropriate and in the best interests of the Company. These discretionary bonuses are made outside of, and not based on pre-set goals or formulas in, the Management Plan, and are instead sized based on various factors determined at the Compensation Committee’s discretion, such as individual performance, individual goals, other contributions to the Company and expected future contributions to the Company. For Fiscal 2023, the Compensation Committee did not grant any discretionary bonuses to any Management Plan participants.

  44. FISCAL 2024 COMPENSATION

    FISCAL 2024 COMPENSATION In the first quarter of Fiscal 2024, the Compensation Committee conducted its annual executive compensation review and approved the compensation of our NEOs for the year. The Compensation Committee considered, among other factors, our strategic plans for growth and expansion, our corporate performance, our NEOs’ individual performance, and market data provided by F.W. Cook. The Compensation Committee set the Fiscal 2024 target bonuses for Messrs. Ginzburg, Hatzir and Ben Yosef at 83.3% of salary, while leaving the target bonus percentages for Mr. Blachar and Ms. Woelfel unchanged. The Compensation Committee also increased the value of equity awards granted to our NEOs for Fiscal 2024 under the 2018 ICP in amounts ranging from 7% to 38%, and did not increase any NEO’s base salary, based on market data, job performance and each NEO’s responsibilities for Fiscal 2023. In addition, the Compensation Committee recommended, and the Board approved, a change under our compensation program whereby the PSUs and RSUs of all employees will now time vest over a three-year period instead of a four-year period (with PSUs continuing to performance vest based on a three-year performance period).

  45. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth, for the periods required to be disclosed under SEC rules, the total compensation of our (i) CEO, (ii) CFO and (iii) three most highly compensated executive officers, other than our CEO and CFO, who were serving as executive officers as of December 31, 2023:

  46. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Doron Blachar Chief Executive Officer | 2023 | 528,300 | — | 1,800,000 | — | 594,000 | 136,276(4) | 3,058,576 | | | 2022 | 506,910 | — | 675,000 | 225,000 | 510,000 | 140,249 | 2,057,159 | | | 2021 | 506,886 | 70,000 | — | — | 365,000 | 132,801 | 1,074,687 | | Assaf Ginzburg Chief Financial Officer | 2023 | 393,940 | — | 850,000 | — | 274,000 | 85,499(5) | 1,603,439 | | | 2022 | 375,748 | — | 445,000 | 125,000 | 249,600 | 87,441 | 1,282,789 | | | 2021 | 355,759 | 29,000 | — | — | 145,000 | 88,659 | 618,418 | | Shimon Hatzir Executive Vice President, Electricity Segment | 2023 | 353,458 | — | 700,000 | — | 223,000 | 93,195(6) | 1,369,653 | | | 2022 | 364,965 | — | 400,000 | 100,000 | 211,100 | 98,431 | 1,174,496 | | | 2021 | 324,392 | — | — | — | 126,000 | 113,357 | 563,749 | | Ofer Ben Yosef Executive Vice President, Energy Storage and Business Development | 2023 | 318,111 | | 500,000 | — | 165,000 | 77,260(7) | 1,060,371 | | | 2022 | 328,466 | — | 300,000 | 100,000 | 211,000 | 83,049 | 1,022,515 | | | 2021 | 318,079 | 11,000 | — | — | 119,000 | 85,161 | 533,240 | | Jessica Woelfel General Counsel, Chief Compliance Officer, and Corporate Secretary | 2023 | 333,231 | — | 450,000 | — | 220,000 | 14,954(8) | 1,018,185 |

  47. SUMMARY COMPENSATION TABLE

    | (1) The “Stock Awards” column reflects the dollar amounts that represent the aggregate grant date fair value of the applicable equity awards computed in accordance with FASB ASC Topic 718 (“Topic 718”). For a summary of the assumptions made in the valuation of the awards, please see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for Fiscal 2023. $720,000, $340,000, $280,000, $200,000 and $180,000 represent the grant date fair values of all RSU awards to each of Messrs. Blachar, Ginzburg, Hatzir, Ben Yosef and Woelfel, respectively, which are calculated in accordance with the accounting standards for share-based compensation using Ormat’s closing stock price on the next day of business following the date of grant. Each RSU represents the right to receive one share of Common Stock upon vesting. The “Stock Awards” column above also reflects the $540,000, $255,000, $210,000, $150,000 and $135,000 grant date fair values of the target number of TSR PSUs and $540,000, $255,000, $210,000, $150,000 and $135,000 grant date fair values of the target number of MW PSUs, in each case, for each of Messrs. Blachar, Ginzburg, Hatzir, Ben Yosef and Woelfel, respectively, that were eligible to vest based on our relative TSR performance goals and MW goals, respectively, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant. Assuming the maximum level of performance achievement for the TSR PSUs, which is 150% of target, and 200% of target for the MW PSUs, the aggregate values of TSR PSUs for our NEOs in 2023 are $810,000, $382,500, $315,000, $225,000 and $202,500, and the aggregate values of the MW PSUs for each of our NEOs in 2023 are $1,080,000, $510,000, $420,000, $300,000 and $270,000, in each case, for each of Messrs. Blachar, Ginzburg, Hatzir, Ben Yosef and Woelfel, respectively. | | (2) The “Non-Equity Incentive Plan Compensation” column reflects the amount of any cash awards granted under the Management Plan to the NEOs. These amounts reflect cash awards earned for 2023 performance, which were paid in 2024. For more information, see “Compensation Discussion and Analysis—2023 Compensation Determinations—Management Plan” above. | | (3) Car-related expenses included in this column include also gas, maintenance and insurance, which are perquisites customary in Israel and are provided by the Company in amounts that are customary and prevalent among Israeli companies in comparable industries. | | (4) Includes severance and pension contributions as required by Israeli law in the amount of $97,895; payments of car-related expenses in the amount of $38,310; and payments for Israel National Insurance, health insurance, convalescence pay, Education Fund and other perquisites. | | (5) Includes severance and pension contributions as required by Israeli law in the amount of $75,524; payments of car-related expenses in the amount of $9,904; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. | | (6) Includes severance and pension contributions as required by Israeli law in the amount of $68,397; payments of car-related expenses in the amount of $24,727; and payments for Israel National Insurance, health insurance, convalescence pay, Education Fund and other perquisites. | | (7) Includes severance and pension contributions as required by Israeli law in the amount of $64,249; payments of car-related expenses in the amount of $12,940; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. | | (8) Reflects the value of cash we contributed to the named executive officer’s account in our 401(k) plan. |

  48. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table sets forth grants of plan-based awards to each NEO during the year ended December 31, 2023:

  49. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Compensation(1) | | | Estimated Future Payouts Under Equity Incentive Plan Compensation | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Doron Blachar | | Annual Cash Bonus: Management Plan | 538,790 | 538,790 | 630,384 | | | | | | | | | | 3/21/23(3) | PSUs | | | | 3,397 | 6,793 | 10,190 | | | | $540,000 | | | 3/21/23(4) | PSUs | | | | 3,393 | 6,786 | 13,572 | | | | $540,000 | | | 3/21/23(5) | RSUs | | | | | | | 9,009 | | | $720,000 | | Assaf Ginzburg | | Annual Cash Bonus: Management Plan | 40,495 | — | 304,340 | | | | | | | | | | 3/21/23(3) | PSUs | | | | 1,604 | 3,208 | 4,812 | | | | $255,000 | | | 3/21/23(4) | PSUs | | | | 1,603 | 3,205 | 6,410 | | | | $255,000 | | | 3/21/23(5) | RSUs | | | | | | | 4,254 | | | $340,000 | | Shimon Hatzir | | Annual Cash Bonus: Management Plan | 35,565 | — | 267,288 | | | | | | | | | | 3/21/23(3) | PSUs | | | | 1,321 | 2,642 | 3,963 | | | | $210,000 | | | 3/21/23(4) | PSUs | | | | 1,320 | 2,639 | 5,278 | | | | $210,000 | | | 3/21/23(5) | RSUs | | | | | | | 3,504 | | | $280,000 | | Ofer Ben Yosef | | Annual Cash Bonus: Management Plan | 32,009 | — | 240,558 | | | | | | | | | | 3/21/23(3) | PSUs | | | | 944 | 1,887 | 2,831 | | | | $150,000 | | | 3/21/23(4) | PSUs | | | | 943 | 1,885 | 3,770 | | | | $150,000 | | | 3/21/23(5) | RSUs | | | | | | | 2,502 | | | $200,000 | | Jessica Woelfel | | Annual Cash Bonus: Management Plan | 35,926 | — | 270,000 | | | | | | | | | | 3/21/23(3) | PSUs | | | | 849 | 1,698 | 2,547 | | | | $135,000 | | | 3/21/23(4) | PSUs | | | | 847 | 1,694 | 3,388 | | | | $135,000 | | | 3/21/23(5) | RSUs | | | | | | | 2,252 | | | $180,000 |

  50. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) Represents the threshold, target (if applicable) and maximum cash payout opportunities for Fiscal 2021 under the Management Plan. Other than for Mr. Blachar, there is no target for cash payout opportunities for our NEOs. For a further discussion of the payout opportunities, see “Compensation Discussion and Analysis—2023 Compensation Determinations—Management Plan.” | | (2) Represents the aggregate grant date fair value computed in accordance with Topic 718. For a summary of the assumptions made in the valuation of the awards, please see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for Fiscal 2023. | | (3) Represents the shares of Common Stock underlying 3-year relative TSR PSUs granted to our NEOs under our 2018 ICP in 2023. We discuss these awards under the heading “Compensation Discussion and Analysis – 2023 Compensation Determinations– Equity Awards”. The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares of Common Stock issuable assuming achievement of the specific threshold, target or maximum levels of performance established by the Compensation Committee for these PSUs over the performance period. |

  51. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) Represents the shares of Common Stock underlying 3-year MW PSUs granted to our NEOs under our 2018 ICP in 2023. The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares of Common Stock issuable assuming achievement of the specific threshold, target or maximum levels of performance established by the Compensation Committee for these PSUs over the performance period. | | (5) Represents shares of our Common Stock underlying RSUs granted under our 2018 ICP in 2023. We discuss these awards under the heading “Compensation Discussion and Analysis – 2023 Compensation Determinations– Equity Awards”. |

  52. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth the outstanding equity awards of our NEOs as of December 31, 2023:

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexer- cised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercis- able | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(11) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(11) | | Doron Blachar | July 1, 2020 | 34,023 | 11,341(1) | 63.40 | July 1, 2026 | — | — | — | — | | | July 1, 2020 | — | — | — | — | 1,505(2) | 114,064 | | | | | July 1, 2020 | — | — | — | — | 981(3) | 74,350 | | | | | March 1, 2022 | 2,476 | 7,427(4) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | 2,414(5) | 182,957 | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | — | — | 2,987(6) | 226,384 | | | March 21, 2023 | — | — | — | — | 9,009(7) | 682,792 | | | | | March 21, 2023 | — | — | — | — | | | 3,397(8) | 257,459 | | | March 21, 2023 | — | — | — | — | | | 6,786(9) | 514,311 | | Assaf Ginzburg | May 12, 2020 | 19,143 | 6,381(1) | 68.34 | May 12, 2026 | — | — | — | — | | | May 12, 2020 | — | — | — | — | 838(2) | 63,513 | — | — | | | May 12, 2020 | — | — | — | — | 492(3) | 37,289 | | — | | | March 1, 2022 | 1,376 | 4,126(4) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 1,342(5) | 101,710 | — | — | | | March 1, 2022 | — | — | — | — | 1,000(10) | 75,790 | — | — | | | March 1, 2022 | — | — | — | — | — | — | 1,660(6) | 125,812 | | | March 21, 2023 | — | — | — | — | 4,254(7) | 322,411 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 1,604(8) | 121,568 | | | March 21, 2023 | — | — | — | — | — | — | 3,205(9) | 242,907 | | Shimon Hatzir | June 15,2020 | 15,000 | 5,000(1) | 69.14 | June 15, 2026 | — | — | — | — | | | December 31, 2020 | 430 | 143(1) | 90.28 | December 31, 2026 | — | — | — | — | | | December 31, 2020 | — | — | — | — | 526(2) | 39,866 | — | — | | | March 1, 2022 | 1,101 | 3,300(4) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | 1,072(5) | 81,342 | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | 1,500(10) | 113,685 | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | — | — | 1,328(6) | 100,650 | | | March 21, 2023 | — | — | — | — | 3,504(7) | 265,568 | | | | | March 21, 2023 | — | — | — | — | — | — | 1,321(8) | 100,119 | | | March 21, 2023 | — | — | — | — | — | — | 2,639(9) | 200,010 |

  54. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexer- cised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercis- able | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(11) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(11) | | Ofer Ben Yosef | May 12, 2020 | 15,954 | 5,317(1) | 68.34 | May 12, 2026 | | | | | | | May 12, 2020 | — | — | — | — | 698(2) | 52,902 | — | — | | | May 12, 2020 | — | — | — | — | 410(3) | 31,074 | | | | | March 1, 2022 | 1,101 | 3,300(4) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | 1,073(5) | 81,323 | — | — | | | March 1, 2022 | — | — | — | March 1, 2028 | | — | 1,328(6) | 100,650 | | | March 21, 2023 | — | — | — | — | 2,502(7) | 189,627 | | | | | March 21, 2023 | — | — | — | — | — | | 944(8) | 71,546 | | | March 21, 2023 | — | — | | — | — | | 1,885(9) | 142,864 | | Jessica Woelfel | August 8, 2019 | 4,000(1) | — | 71.71 | August 8, 2025 | | | | | | | June 15, 2020 | 7,500 | 2,500(1) | 69.14 | June 15, 2026 | | | | | | | March 31, 2021 | 3,201 | 3,200(1) | 78.53 | March 31, 2027 | | | | | | | March 1, 2022 | — | 3,851(1) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 939(10) | 71,167 | — | — | | | March 1, 2022 | — | — | — | — | — | — | 1,162(6) | 88,068 | | | March 21, 2023 | — | — | — | — | 2,252(7) | 170,679 | | | | | March 21, 2023 | — | — | — | — | | | 849(8) | 64,346 | | | March 21, 2023 | — | — | — | — | | | 1,697(9) | 128,616 |

  55. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) Represents SARs which vest and become exercisable 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date. Each SAR represents the right to receive shares of Common Stock with a value equal to the amount by which the market value of the shares in respect of which the SAR is exercised exceeds the grant price set forth in the SAR, multiplied by the number of shares in respect of which the SAR is exercised. | | (2) Represents RSUs which vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. | | (3) Represents the number of RSUs that are eligible to vest, based on the number of PSUs that vested based on our relative TSR on the third anniversary of the grant date. The PSUs vested 50% on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and the remaining 25% of the PSUs converted into RSUs and will vest on the fourth anniversary of the grant date (with the total amount that vested reflecting relative TSR performance as of the third anniversary of the grant date). Each RSU represents the right to receive one share of Common Stock upon vesting. | | (4) Represents SARs which vest and become exercisable 25% on each of the first, second, third and fourth anniversaries of the grant date. Each SAR represents the right to receive shares of Common Stock with a value equal to the amount by which the market value of the shares in respect of which the SAR is exercised exceeds the grant price set forth in the SAR, multiplied by the number of shares in respect of which the SAR is exercised. | | (5) Represents RSUs which vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. | | (6) Represents the number of PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through the end of Fiscal 2023, this table shows the number of shares underlying the outstanding PSU award assuming a payout at the threshold level. The PSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date (with the total amount ultimately vested reflecting relative TSR performance as of the third anniversary of the grant date). Each PSU represents the right to receive one share of Common Stock upon vesting. | | (7) Represents RSUs which vest 25% on each of the first, second, third and fourth anniversaries of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. | | (8) Represents the number of TSR PSUs that are eligible to vest, based on our relative TSR from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the relative TSR from the grant date through the end of Fiscal 2023, this table shows the number of shares underlying the outstanding TSR PSU award assuming a payout at the threshold level. The PSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date (with the total amount ultimately vested reflecting relative TSR performance as of the third anniversary of the grant date). Each TSR PSU represents the right to receive one share of Common Stock upon vesting. |

  56. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (9) Represents the number of MW PSUs that are eligible to vest, based on our MW targets from the grant date until the third anniversary thereof. In accordance with SEC rules and based on the commercial operations date MW progress through the end of Fiscal 2023, this table shows the number of shares underlying the outstanding MW PSU award assuming a payout at the target level. The MW PSUs vest 25% on each of the first, second, third and fourth anniversaries of the grant date (with the total amount ultimately vested reflecting MW growth performance as of the third anniversary of the grant date). Each MW PSU represents the right to receive one share of Common Stock upon vesting. | | (10) Represents RSUs which vest 33% on the second anniversary of the grant date and 67% on the third anniversary of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. | | (11) The market value is based on the closing price of our Common Stock on December 29, 2023, which was the last trading day of fiscal 2023, of $75.79, multiplied by the number of underlying shares of Common Stock. All amounts shown for PSUs are shown at threshold level of achievement representing a 50 percent payout. |

  57. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides information regarding the exercise of SARs and vesting of RSUs held by our NEOs during the year ended December 31, 2023.

  58. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Doron Blachar | 68,252 | 851,754 | 5,253 | 426,905 | | Assaf Ginzburg | — | — | 2,761 | 232,153 | | Shimon Hatzir | — | — | 884 | 71,064 | | Ofer Ben Yosef | — | — | 2,286 | 192,142 | | Jessica Woelfel | — | — | 313 | 27,312 |

  59. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) Represents the gross number of shares of Common Stock underlying exercised SARs. The net number of shares of Common Stock acquired by Mr. Blachar in connection with the exercised SARs was 11,315. | | (2) The value realized on exercise of Mr. Blachar’s SARs awards is based on the gross number of shares exercised multiplied by the difference between the closing market price of our Common Stock on the date of exercise of the SARs award and the exercise price of the SARs. | | (3) Value realized on vesting is based on the fair market value of closing market price of our Common Stock at the time of vesting and includes the value of payments in lieu of fractional shares. |

  60. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION We did not maintain a non-qualified deferred compensation plan requiring disclosure under SEC rules for any of our NEOs in Fiscal 2023.

  61. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL For 2023, our named executive officers were entitled to certain benefits upon a termination and/or change in control pursuant to their employment agreements and equity award agreements. Pursuant to the Change in Control Severance Plan (the “Severance Plan”), in the event that certain management employees’, including the NEOs (the “Eligible Participants”), employment is terminated by the Company without Cause within three months prior to and 24 months following a Change in Control, other than due to death or Disability, or an Eligible Participant resigns for Good Reason (all as defined in the Severance Plan) and subject to the effectiveness of a release and continued compliance with restrictive covenants, the Eligible Participant is entitled to the following: (i) cash severance payable in a lump sum equal to 200% or 150% (depending on if the Eligible Participant is designated as tier 1 or 2, respectively) of the sum of his/her base salary and target bonus; (ii) payment of a prorated target bonus in respect of the year of termination payable in a lump sum; (iii) for U.S. participants, eligibility for monthly reimbursements of COBRA premiums for 18 months; and (iv) accelerated vesting of all equity awards that were outstanding as of the Change in Control, with any performance-vesting awards to be deemed vested at actual level of performance determined at the time of such termination (or target level if actual performance cannot reasonably be determined). The Severance Plan supersedes the severance provisions in connection with a Change in Control previously applicable to the NEOs described above who have chosen to participate. The above severance benefits are in lieu of any other severance benefits to which the participant may be entitled in connection with a Change in Control, except for certain statutory severance entitlements under Israeli law. As a condition of participation, Eligible Participants must execute and comply with restrictive covenants, which generally provide for post-termination non-competition and employee and customer non-solicit restrictions for periods of 12 or 18 months for tiers 1 and 2 respectively, as well as perpetual confidentiality and non-disparagement provisions. All of our NEOs are designated as Tier 2, and elected to participate in the Severance Plan, other than Mr. Blachar. You should refer to the Severance Plan, filed as an exhibit to the Company’s Annual Report on Form 10-K for Fiscal 2023, for the actual definitions.

  62. Required Tabular Disclosure for Potential Payments as of December 31, 2023

    Required Tabular Disclosure for Potential Payments as of December 31, 2023 As required by SEC rules, this section reflects the amount of compensation that would have been payable to each of our NEOs in the event of termination of such executive’s employment, assuming the termination occurred effective as of December 31, 2023. The following table presents potential payouts to our NEOs at year-end upon termination of employment in the circumstances indicated pursuant to the terms of applicable plans and agreements. The payouts set forth below assume the triggering event indicated occurred on December 31, 2023, when the closing price of our Common Stock was $75.79 per share as of December 29, 2023. These payouts are calculated for SEC disclosure purposes and are not necessarily indicative of the actual amounts the named executive would receive. In addition to the amounts reported below, our Israel-based NEOs are entitled to continued health, social and other benefits provided by law in connection with a termination of employment by the Company without cause.

  63. Required Tabular Disclosure for Potential Payments as of December 31, 2023

    | Name | Death or Disability(1) ($) | Termination of Employment by the Company without Cause(2) ($) | Voluntary Termination of Employment by Employee(3) ($) | Termination in Connection with a Change in Control(4) ($) | | Doron Blachar | | | | | | Accelerated vesting of equity awards | 2,052,317 | — | — | 2,224,666 | | Cash Payments | 594,000 | 858,150 | 691,895 | 2,641,500 | | Assaf Ginzburg | | | | | | Accelerated vesting of equity awards | 1,091,000 | — | — | 1,156,212 | | Cash Payments | 274,000 | 405,313 | 349,524 | 1,275,910 | | Shimon Hatzir | | | | | | Accelerated vesting of equity awards | 901,240 | — | — | 948,640 | | Cash Payments | 223,000 | 399,729 | 291,397 | 1,087,687 | | Ofer Ben Yosef | | | | | | Accelerated vesting of equity awards | 669,986 | — | — | 723,703 | | Cash Payments | 165,000 | 271,037 | 227,249 | 889,667 | | Jessica Woelfel | | | | | | Accelerated vesting of equity awards | 522,876 | — | — | 556,481 | | Cash Payments | 229,804 | 331,077 | — | 1,093,967 |

  64. Required Tabular Disclosure for Potential Payments as of December 31, 2023

    | (1) Upon the death of a NEO, such NEO will be entitled to accelerated vesting of certain equity awards, which include the value of all RSUs and PSUs outstanding at December 31, 2023, with target performance assumed for PSUs, in accordance with the terms of the award agreements. The cash payments amounts include the Fiscal 2023 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant’s employment terminates as a result of death or disability, the participant’s beneficiary will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements and for Ms. Woelfel, the estimated value of four months of COBRA reimbursements. | | (2) The cash payments include (i) continued monthly salary for each of the NEOs during the notice provision (in the case of Ms. Woelfel, her entitlement to salary continuation) included in their employment agreements in the event of a termination of employment on December 31, 2023, which is six months for Mr. Blachar and Mr. Hatzir (inclusive of his four month adjustment period) and four months for each of Mr. Ginzburg, Mr. Ben Yosef and Ms. Woelfel, (ii) the Fiscal 2023 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant is terminated without cause, he or she will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements. | | (3) We have entered into “Section 14 arrangements,” contained in the employment agreements of each of our NEOs based in Israel, pursuant to which we make monthly contributions to fund any severance payments that are required under Israeli law. Without these arrangements, the NEOs would be entitled to receive severance payments only in the event their employment was terminated by the Company. The effect of the Section 14 arrangements is that the NEOs based in Israel will receive the severance payments in the event they terminate their employment with the Company for any reason. The cash payments amounts included in this column represent the severance payments to the NEOs pursuant to the Section 14 arrangements and the Fiscal 2023 annual bonuses for each of the NEOs made pursuant to the Company’s Management Plan, which provides that if a participant’s employment is terminated for any reason, other than by the Company without cause, he or she will be entitled to receive a pro rata portion of any award he or she would have been entitled to upon the determination of the level of achievement of the performance measures after the approval of the Company’s annual financial statements. | | (4) Reflects the benefits that would have been to our NEOs pursuant to the Severance Plan described above in the event of a termination on December 31, 2023 as follows: (i) cash severance payable in a lump sum equal to 200% (for Mr. Blachar) and 150% (for the other NEOs) of the sum of the NEO’s base salary and target bonus; (ii) target bonus for fiscal 2023; (iii) for Ms. Woelfel, the estimated value of 18 months of COBRA reimbursements; and (iv) the value of all unvested equity awards outstanding as of December 31, 2023, with any performance-criteria calculated at target level. |

  65. PAY RATIO

    PAY RATIO

  66. CEO PAY RATIO

    CEO PAY RATIO Our CEO, Doron Blachar, had Fiscal 2023 total compensation of $3,058,576, as reflected in the Summary Compensation Table included above. We estimate that the median of the annual total compensation of all Ormat employees for the year ended December 31, 2023, except our CEO, was $106,045. As a result, Mr. Blachar’s annual total compensation was approximately 29 times that of the median annual total compensation of all employees.

  67. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between (i) executive “compensation actually paid” to the Company’s chief executive officer and other named executive officers and (ii) certain aspects of the financial performance of the Company. The Compensation Committee does not in practice use “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” The below disclosure is provided only to comply with applicable SEC rules.

  68. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  69. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On(4) | | | | | Year(1) | Summary Compensation Table Total for PEO 1(2) ($) | Summary Compensation Table Total for PEO 2(2) ($) | Compensation Actually Paid to PEO 1(3) ($) | Compensation Actually Paid to PEO 2(3) ($) | Average Summary Compensation Table Total for Other NEOs(2) ($) | Average Compensation Actually Paid to Other NEOs(3) ($) | Total Share- holder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($000) | Adjusted EBITDA(6) ($000) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | — | 3,058,576 | — | 2,152,769 | 1,262,912 | 932,504 | 101.7 | 87.1 | 133,137 | 481,741 | | 2022 | — | 2,057,159 | — | 2,830,554 | 1,134,725 | 1,453,939 | 116.05 | 111.98 | 77,795 | 435,463 | | 2021 | — | 1,074,687 | — | 197,417 | 563,282 | 194,105 | 106.41 | 208.65 | 76,077 | 401,444 | | 2020 | 1,842,741 | 2,405,763 | 3,388,339 | 3,986,154 | 1,294,262 | 1,725,013 | 121.15 | 302.04 | 101,806 | 420,159 |

  70. PAY VERSUS PERFORMANCE TABLE

    | (1) Isaac Angel served as our Chief Executive Officer, also referred to as our Principal Executive Officer (“PEO”), until July 1, 2020, when he was succeeded by Doron Blachar. Mr. Blachar has served as the PEO since July 1, 2020 and for the entirety of 2023, 2022, 2021 and 2020. Mr. Angel is labeled as “PEO 1” and Mr. Blachar as “PEO 2.” Our other NEOs for the applicable fiscal years are labeled as “Other NEOs” and are as follows: |

  71. PAY VERSUS PERFORMANCE TABLE

    | • | 2023: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel. | | • | 2022: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. | | • | 2021: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. | | • | 2020: Assaf Ginzburg, Shlomi Argas, Zvi Krieger and Hezi Kattan. |

  72. PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of Mr. Angel (PEO 1 for 2020) and Mr. Blachar (PEO 2 for 2020, and otherwise the sole PEO for subsequent years), and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. |

  73. PAY VERSUS PERFORMANCE TABLE

    | (3) Amounts reported in these columns represent the amount of “Compensation Actually Paid” (“CAP”) as computed in accordance with Item 402(v) of Regulation S-K. A reconciliation of the adjustments for PEOs and for the average of the Other NEOs is set forth in the following table. The CAP amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or Other NEOs in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each applicable executive officer’s total compensation reported in the SCT for each year to determine the CAP: |

  74. PAY VERSUS PERFORMANCE TABLE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO D. Blachar | Average Other NEOs | PEO D. Blachar | Average Other NEOs | PEO D. Blachar | Average Other NEOs | PEO 1 I. Angel | PEO 2 D. Blachar | Average Other NEOs | | Summary Compensation Table Total | $3,058,576 | $1,262,912 | $2,057,159 | $1,134,725 | $1,074,687 | $563,282 | $1,842,741 | $2,405,763 | $1,294,262 | | Less Fair Value of Stock Awards and Option Awards Reported in SCT for the Covered Year | (1,800,000) | (625,000) | (900,000) | (468,750) | — | — | — | (1,500,000) | (787,500) | | Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 1,542,619 | 535,630 | 1,286,723 | 661,194 | — | — | — | 2,808,248 | 1,149,132 | | Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | (470,447) | (197,457) | 319,048 | 136,611 | (658,791) | (310,336) | 1,379,542 | 281,057 | 198,868 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Year | — | — | — | — | — | — | — | — | — | | Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | (177,979) | (43,582) | 67,624 | (9,840) | (218,479) | (58,841) | 166,056 | (8,914) | (129,749) | | Less Fair Value at the End of the Prior Year of Equity Awards that Were Forfeited Due to Failure to Meet Vesting Conditions in the Covered Year | — | — | — | — | — | — | — | — | — | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 2,152,769 | 932,504 | 2,830,554 | 1,453,939 | 197,417 | 194,105 | 3,388,339 | 3,986,154 | 1,725,013 |

  75. PAY VERSUS PERFORMANCE TABLE

    In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year.

  76. PAY VERSUS PERFORMANCE TABLE

    | (4) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The TSR assumes $100 was invested at the close of market on December 31, 2019 in our Common Stock, and assumes the reinvestment of any dividends. |

  77. PAY VERSUS PERFORMANCE TABLE

    | (5) “Peer Group” represents the PBW - Invesco WilderHill Clean Energy ETF. The Peer Group TSR assumes $100 was invested at the close of market on December 31, 2019 in the stocks of the companies included in the PBW - Invesco WilderHill Clean Energy ETF, and assumes the reinvestment of any dividends. |

  78. PAY VERSUS PERFORMANCE TABLE

    | (6) Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization and accretion, adjusted for the following: (i) mark-to-market gains or losses from accounting for derivatives; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) gain or loss from extinguishment of liabilities; (v) cost related to a settlement agreement; (vi) non-cash impairment charges; (vii) write-off of unsuccessful exploration activities; and (vii) other unusual or non-recurring items. |