DEF 14A of Ormat Technologies, Inc., Mar 27, 2025

DEF 14A of Ormat Technologies, Inc.

Filed Mar 27, 2025 · FY20240001308179-25-000240

Open on EDGAR

  1. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

    | PAY RATIO | 59 |

  2. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

    | PAY VERSUS PERFORMANCE | 60 |

  3. Board Nominees

    Board Nominees You are being asked to vote on the following eight nominees for directors to serve on our Board for a one-year term expiring at the 2026 Annual Meeting of Stockholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the sections below. The below chart shows the membership of our director nominees on the committees before the Annual Meeting. For information on membership after the Annual Meeting, see “Proposal 1 - Election of Directors - How our Board is Organized and Governed - Board Committees.”

  4. 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 2026: Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Dafna Sharir, Stanley B. Stern, and Byron G. Wong. Action will be taken at the Annual Meeting for the election of these nominees. Mike Nikkel will not stand for reelection and will serve until this Annual Meeting. Mr. Nikkel was previously nominated by ORIX, whose nomination rights were terminated in connection with the ORIX December 2024 secondary offering (the “ORIX Offering”). For more information, see “Transactions with Related Persons—Transactions with ORIX.” Therefore, the Board has set the size of the Board at eight effective as of the date of this Annual Meeting. 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, 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.

  5. ELECTION OF DIRECTORS

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

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025 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.

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 68 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. |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 61 Member of our Board since May 2024 Prior Member of our Board from November 2015 to May 2021 Independent Director | RAVIT BARNIV | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive management, financial and corporate governance experience • Extensive experience in highly-regulated industries | • 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) | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: | | | | • Strauss Group Ltd. | | | | BACKGROUND: Ms. Barniv was previously a member of our Board from November 2015 until May 2021 and currently serves on the Board of Directors of Strauss Group Ltd. (TASE: STRS), a leading food and beverage company based in Israel. 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, and 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. Ms. Barniv served and as CEO of Netvision Communications, an internet service provider and provider of integration and telecommunication services, from 2001 to 2007. | |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 64 Member of our Board since June 2022 Independent Director • Audit Committee • Sustainability Committee (Chair) | KARIN CORFEE | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Depth of experience in the energy sector and expertise with strategic planning, renewables, energy storage, sustainability and stewardship | • BS, Political Economy of Natural Resources, University of California at Berkeley • MS, Civil Engineering, Stanford University | | | BACKGROUND: Ms. Corfee has over three decades of experience assisting large corporations, utilities, government agencies, and investors with clean energy transition strategies. Ms. Corfee has served on the board of directors of ClimeCo, a privately held global carbon management and sustainability company, since September 2021 and the Center for Resource Solutions, a non-profit that creates policy and market solutions to advance renewable energy, since March 2015. She is the founder and CEO of KC Strategies LLC, a business consultancy firm since April 2021. 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). | |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 78 Member of our Board since May 2012 Independent Director • Nominating and Corporate Governance Committee • Investment Committee (Chair) • Sustainability Committee | DAVID GRANOT | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive management, banking, and financial experience, and overall business knowledge | • BA, Economics, Hebrew University • MBA, Hebrew University | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Rav-Bariach (08) Industries Ltd. (retiring May 2025) • 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., which are all public companies in Israel. Mr. Granot submitted notice that he will retire from the board of Rav-Bariach (08) Industries Ltd., effective May 1, 2025. He also serves on the boards of directors of Sonol Israel Ltd., a private company in Israel, and as the Chairman of the Investment Committee of Tel Aviv University. 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. | |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 55 Member of our Board since June 2022 Independent Director • Audit Committee (Chair) • Compensation Committee | MICHAL MAROM | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive corporate governance and financial experience | • BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Paz Oil Company Ltd. • PAZ Energy Ltd. • Ayalon Insurance Company Ltd. | | | | BACKGROUND: Ms. Marom served on the board of directors and the audit and compensation committees of REE Automotive Ltd. (Nasdaq: REE), a U.S. public company, from July 2021 to February 2025, and is a current member of the board of directors of Paz Oil Company Ltd. (TASE: PZOL), a leading energy company in Israel and Ayalon Insurance Company Ltd (TASE: AYOL), one of the six largest insurance and finance companies in Israel, which are both public companies in Israel. 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. | |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 56 Member of our Board since May 2018 Independent Director • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | DAFNA SHARIR | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive domestic and international financial and legal experience, specifically in mergers and acquisitions | • 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, and on the board of directors and audit committee of Cognyte Software Ltd. (Nasdaq: CGNT), a U.S. public company, since 2022. She also serves 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. | |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 67 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: | EDUCATION: | | | • Extensive management, strategic analysis, banking and financial experience across a broad spectrum of industries | • BA, Economics and Accounting, City University of New York, Queens College • MBA, Harvard University | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. • 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 in technology, energy and healthcare 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 serves as a member of the board of directors of the following U.S. public companies: AudioCodes, Ltd. (Nasdaq: AUDC) since 2012, 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). | |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Age 73 Member of our Board since July 2017 Independent Director • Audit Committee • Sustainability Committee | BYRON G. WONG | | | | DIRECTOR QUALIFICATIONS: | EDUCATION: | | | • Extensive experience and proficiency in understanding, developing and managing energy and power projects globally | • 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. | |

  15. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  16. PROPOSAL 1 ELECTION OF DIRECTORS

    | Stockholder Engagement Stockholder engagement is fundamental to our commitment to good governance. We engage regularly with our investors to share updates on our strategic, financial and operating performance, and to listen to valuable feedback on issues our stockholders care about most. Additionally, at least once a year our management | invites the Company’s largest stockholders to engage in a dialogue regarding governance, compensation, sustainability and other matters important to them. Management reports on the conversations with those investors to the Board and also, as appropriate, to the Compensation Committee. |

  17. PROPOSAL 1 ELECTION OF DIRECTORS

    | Ormat’s 2024 Analyst Day at the NYSE

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  19. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM The compensation of our non-employee directors for Fiscal 2024 was as follows:

  20. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Annual Board Retainer | $95,000 cash retainer and an annual equity grant with a value of $120,000 ($180,000 for the non-employee chairman of the Board)* | | Additional Cash Retainer for Non-Employee Chairman of the Board | $40,000 cash retainer | | Annual Cash Retainer Committee Chair | $10,000, except $20,000 for Audit Committee |

  21. FISCAL 2024 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. |

  22. FISCAL 2024 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 Fiscal 2024 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 2024 board term. The following table sets forth the total compensation paid to each member of our Board during Fiscal 2024: |

  23. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Name | Fee Earned or Paid in Cash ($) | Stock Awards($)(1) | Total ($) | | Isaac Angel | 135,000 | 180,000 | 315,000 | | Ravit Barniv(2) | 71,250 | 120,000 | 191,250 | | 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(3) | — | — | — | | Dafna Sharir | 105,000 | 120,000 | 225,000 | | Stanley B. Stern | 105,000 | 120,000 | 225,000 | | Hidetake Takahashi(3) | — | — | — | | Byron G. Wong | 95,000 | 120,000 | 215,000 |

  24. FISCAL 2024 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 2024. Each RSU represents the right to receive one share of Common Stock upon vesting. |

  25. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (2) Ms. Barniv was elected to the Board at the annual meeting of stockholders held in Fiscal 2024. |

  26. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (3) Mr. Nikkel and Mr. Takahashi, who are each affiliated with ORIX, elected to forgo all of their compensation for Fiscal 2024. Mr. Takahashi did not stand for reelection at the annual meeting of stockholders held in Fiscal 2024. |

  27. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    The following table provides the aggregate number as of December 31, 2024 of unexercised options and SARs and unvested RSUs outstanding for each of our non-employee directors who served during Fiscal 2024.

  28. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | Unexercised Options | Unexercised SARs | Unvested RSUs | | Name | Outstanding | Outstanding | Outstanding | | Isaac Angel | — | — | 2,630 | | Ravit Barniv(1) | — | — | 1,753 | | Karin Corfee | — | — | 1,753 | | David Granot | — | — | 1,753 | | Michal Marom | — | — | 1,753 | | Mike Nikkel | — | — | — | | Dafna Sharir | — | 1,621 | 1,753 | | Stanley B. Stern | — | 2,982 | 1,753 | | Hidetake Takahashi(2) | — | — | — | | Byron G. Wong | — | 2,525 | 1,753 |

  29. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (1) Ms. Barniv was elected to the Board at the annual meeting of stockholders held in Fiscal 2024. |

  30. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (2) Mr. Takahashi did not stand for reelection at the annual meeting of stockholders held in Fiscal 2024. |

  31. FISCAL 2024 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | FISCAL 2025 NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM In the first quarter of Fiscal 2025, the Board determined, based on, among other factors, market data provided by F.W. Cook, to leave our director compensation program for Fiscal 2025 the same as in Fiscal 2024, except as follows: it increased the annual equity grant for | non-employee directors other than the Chairman to $130,000 and increased the annual cash retainers for each of the Chairs of the Audit Committee, Nominating and Corporation Governance Committee, Compensation Committee, Sustainability Committee and Investment Committee to $25,000, $15,000, $20,000, $12,500 and $12,500 respectively. |

  32. COMPENSATION DISCUSSION AND ANALYSIS

    | TABLE OF CONTENTS | | | OUR EXECUTIVE OFFICERS | 36 | | EXECUTIVE SUMMARY | 37 | | - 2024 Highlights | 37 | | - We Pay For Performance | 39 | | - Compensation Objectives and Design | 39 | | - Compensation Elements | 40 | | - Views of Our Stockholders | 41 | | COMPENSATION GOVERNANCE | 41 | | - Roles and Responsibilities | 41 | | - Other Compensation-Related Policies and Procedures | 42 | | 2024 COMPENSATION DETERMINATIONS | 42 | | - Annual Salary | 42 | | - Management Plan | 43 | | - Equity Awards | 46 | | 2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT | 47 | | OTHER COMPENSATION ELEMENTS | 48 | | FISCAL 2025 COMPENSATION | 49 |

  33. 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 or SARs. | | | Promote long-term focus through multi-year vesting of our equity awards. | | Pay tax gross-ups. | | | Grant PSU awards with a three-year performance and 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. |

  34. 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 42 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 | 2024 Metrics: ● Company Performance Metrics (Revenue, Adjusted EBITDA) ● Quantitative individual performance criteria ● Qualitative CEO goals | | | | No bonus paid unless net income is positive See pages 43-46 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 ● PSUs weighted approximately 60% | Vesting: 3-year performance period and 3-year service period Performance Metrics: ● 50% relative TSR ● 50% Megawatts capacity targets | | | | TSR Payout capped at 100% if absolute TSR is negative See pages 46-47 for more details | | Restricted Stock Units (RSUs) | ● Assists in retaining our executives to ensure execution of our long-term strategies ● RSUs weighted approximately 40% | Vesting: 3 years |

  35. Role of the Compensation Committee

    | ● | creation of long-term value for our stockholders and stockholder views on compensation; and |

  36. 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 2024, the Compensation Committee appointed F.W. Cook & Co. (“F.W. Cook”) as an independent outside compensation consultant. During Fiscal 2024, F.W. Cook provided general market data on compensation levels for the Company’s named executive officers and non-employee directors, market practices in incentive design and equity usage, and emerging trends related to clawback policies. As part of its annual independence assessment during Fiscal 2024 (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.

  37. Other Compensation-Related Policies and Procedures

    Other Compensation-Related Policies and Procedures Claw-back Policy: We maintain a claw-back policy as required by the rules of the NYSE. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the NYSE rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably and promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting restatement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our Annual Report on Form 10-K. Anti-Hedging and Anti-Pledging Policies: Our insider trading policy prohibits, without exception, our executive officers, employees and directors from engaging in speculative transactions designed to decrease the risks of holding Company securities, such as short sales of Company securities and transactions in puts, calls, publicly-traded options and other derivative securities with respect to Company securities. The policy also forbids all of our executive officers, employees and directors from entering into hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which allow such individuals to continue to own Company securities without the full risks and rewards of ownership. In addition, our executive officers, employees and directors are prohibited, without exception, from pledging Company securities as collateral for loans and may not hold Company securities in margin accounts. For more information, see “Other Information—Insider Trading Policy.” Equity Grant Procedures: The Company’s Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in March of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally, the date of grant for equity awarded to our NEOs is during an open quarterly window period under the Company's insider trading policy or when the Company otherwise has no material non-public information. The Company does not permit the timed disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  38. 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.

  39. 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 60% in 2024 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 2024.

  40. 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. |

  41. 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 Mr. Ginzburg, Mr. Hatzir and Mr. Ben Yosef, the Compensation Committee set threshold and maximum bonus opportunities for Fiscal 2024 under the Management Plan at approximately 10% and 83%, respectively, of the NEOs’ base salaries. For Ms. Woelfel, the Compensation Committee set threshold and maximum bonus opportunities for Fiscal 2024 under the Management Plan at approximately 10% and 75% of her base salary. 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 2024 at 100%, 100% and approximately 117% (i.e., 100% of base salary, plus 2 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 2024.” 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 2024, based on our Company’s and the NEOs’ individual performance as described in more depth following the chart

  42. Performance Metrics

    | | Company Performance Metrics | | Individual | | | | | | Performance | | | NEO | Revenue | Adjusted EBITDA | Metrics | CEO Goals | | Doron Blachar, Chief Executive Officer | 77% | 104% | 108% | 70% | | Assaf Ginzburg, Chief Financial Officer | 86% | 95% | 100% | 100% | | Shimon Hatzir, Executive Vice President, Electricity Segment | 86% | 95% | 78% | 70% | | Ofer Ben Yosef, Executive Vice President, Business Development and Sales | 86% | 95% | 84% | 100% | | Jessica Woelfel, General Counsel, CCO, and Corporate Secretary | 86% | 95% | 90% | 100% |

  43. 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 2024:

  44. Company Performance Metrics Results

    | Company Performance Metric | Target | Actual | | Revenue | $900 million | $879.7 million | | Adjusted EBITDA | $531 million | $550.5 million |

  45. 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.

  46. Management Plan Payouts

    | NEO | % of Award Paid Out | Bonus Payout | | Doron Blachar, Chief Executive Officer | 93% | $608,000 | | Assaf Ginzburg, Chief Financial Officer | 97% | $342,000 | | Shimon Hatzir, Executive Vice President, Electricity Segment | 82% | $253,000 | | Ofer Ben Yosef, Executive Vice President, Business Development and Sales | 91% | $252,000 | | Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary | 96% | $260,000 |

  47. 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 (other than himself) 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”).

  48. 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. | |

  49. Equity Awards

    During 2024, 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 2024 PSU and RSU awards vest over three years, with one-third 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:

  50. Equity Awards

    | 46 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  51. COMPENSATION DISCUSSION AND ANALYSIS |

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

  52. COMPENSATION DISCUSSION AND ANALYSIS |

    * Subject to linear interpolation. Additionally, where three-year absolute 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 three years (one-third on each of the one, two, and three-year anniversaries of the date of grant). No PSUs will actually be earned or paid until completion of the three-year performance period from the date of the grant.

  53. 2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT

    2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT The PSUs granted in 2022 (the “2022 PSUs”) to our NEOs were earned at 83.7% of target based on the Company’s achievement of three-year relative TSR compared to companies in the S&P 500 index.

  54. 2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT

    | | 2022-2025 Target PSUs (#) | 2022-2025 Earned PSUs (#)(1) | | Doron Blachar | 5,974 | 5,000 | | Assaf Ginzburg | 3,319 | 2,778 | | Shimon Hatzir | 2,655 | 2,222 | | Ofer Ben Yosef | 2,655 | 2,222 | | Jessica Woelfel | 2,323 | 1,944 |

  55. 2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT

    | (1) Pursuant to the contractual requirements of the 2022 PSU awards, Ormat’s three-year relative TSR was calculated to account for the ORIX Offering. Accordingly, the three-year relative TSR calculation was bifurcated into two weighted segments: the first segment was Ormat’s relative TSR for the period from the original grant date until December 11, 2024 (the last trading day before announcement of the offering and the offering price), and the second segment was Ormat’s relative TSR for the period from December 12, 2024 (the first trading day after such announcement) until the last day of the original performance period. Ormat’s relative TSR percentile for (x) the first segment was at approximately the 51st percentile (which was weighted at 93% based on the days elapsed) and resulted in 83.7% of the PSUs being earned and (y) the second segment was below the 35th percentile (which was weighted at 7% based on the days elapsed) and resulted in no PSUs being earned. |

  56. 2022-2025 PERFORMANCE STOCK UNITS PROGRAM RESULT

    | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT | 47 |

  57. 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.”

  58. 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 2024, the Compensation Committee did not grant any discretionary bonuses to any Management Plan participants.

  59. Other Bonuses

    | 48 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  60. FISCAL 2025 COMPENSATION

    FISCAL 2025 COMPENSATION In the first quarter of Fiscal 2025, 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 2025 target bonus for Mr. Blachar to be at 100% of his base salary and set the Fiscal 2025 target bonuses for the other NEOs in amounts ranging between 75% and 83% of their base salaries. The Compensation Committee increased the value of equity awards granted to our NEOs for Fiscal 2025 under the 2018 ICP in amounts ranging from 11% to 20% and increased the NEOs base salaries between 8% and 18%, based on market data, job performance and each NEO’s responsibilities for Fiscal 2024.

  61. 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, 2024:

  62. 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 | 2024 | 542,688 | — | 2,500,000 | — | 608,000 | 169,494 | 3,820,182 | | | 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 | | Assaf Ginzburg Chief Financial Officer | 2024 | 407,723 | — | 950,000 | — | 342,000 | 90,785(5) | 1,790,508 | | | 2023 | 393,940 | — | 850,000 | — | 274,000 | 85,499 | 1,603,439 | | | 2022 | 375,748 | — | 445,000 | 125,000 | 249,600 | 87,441 | 1,282,789 | | Shimon Hatzir Executive Vice President, Electricity Segment | 2024 | 358,083 | — | 750,000 | — | 253,000 | 182,873(6) | 1,543,956 | | | 2023 | 353,458 | — | 700,000 | — | 223,000 | 93,195 | 1,369,653 | | | 2022 | 364,965 | — | 400,000 | 100,000 | 211,100 | 98,431 | 1,174,496 | | Ofer Ben Yosef Executive Vice President, Energy Storage and Business Development | 2024 | 332,272 | — | 600,000 | — | 252,000 | 80,412(7) | 1,254,684 | | | 2023 | 318,111 | — | 500,000 | — | 165,000 | 77,260 | 1,060,371 | | | 2022 | 328,466 | — | 300,000 | 100,000 | 211,000 | 83,049 | 1,022,515 | | Jessica Woelfel General Counsel, Chief Compliance Officer, and Corporate Secretary | 2024 | 360,165 | — | 525,000 | — | 260,000 | 15,250(8) | 1,160,415 | | | 2023 | 333,231 | — | 450,000 | — | 220,000 | 14,954 | 1,018,185 |

  63. 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 2024. $1,000,000, $380,000, $300,000, $240,000 and $210,000 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 $750,000, $285,000, $225,000, $180,000 and $157,500 grant date fair values of the target number of TSR PSUs and $750,000 $285,000, $225,000, $180,000 and $157,500 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 for the MW PSUs, (which is 200% of target), the aggregate values of TSR PSUs for our NEOs in 2024 are $1,125,000, $427,500, $337,500, $270,000 and $236,250, and the aggregate values of the MW PSUs for each of our NEOs in 2024 are $1,500,000, $570,000, $450,000, $360,000 and $315,000, in each case, for each of Messrs. Blachar, Ginzburg, Hatzir, Ben Yosef and Woelfel, respectively. |

  64. SUMMARY COMPENSATION TABLE

    | (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 2024 performance, which were paid in 2025. For more information, see “Compensation Discussion and Analysis—2024 Compensation Determinations—Management Plan” above. |

  65. SUMMARY COMPENSATION TABLE

    | (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. |

  66. SUMMARY COMPENSATION TABLE

    | (4) Includes severance and pension contributions as required by Israeli law in the amount of $85,562; payments of car-related expenses in the amount of $22,857; vacation redemption in the amount of $54,756; and payments for Israel National Insurance, health insurance, convalescence pay, Education Fund and other perquisites. |

  67. SUMMARY COMPENSATION TABLE

    | (5) Includes severance and pension contributions as required by Israeli law in the amount of $62,960; payments of car-related expenses in the amount of $14,295; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. |

  68. SUMMARY COMPENSATION TABLE

    | (6) Includes severance and pension contributions as required by Israeli law in the amount of $53,104; payments of car-related expenses in the amount of $32,181; vacation redemption in the amount of $55,016; spousal travel expenses of $25,291; and payments for Israel National Insurance, health insurance, convalescence pay, Education Fund and other perquisites. |

  69. SUMMARY COMPENSATION TABLE

    | (7) Includes severance and pension contributions as required by Israeli law in the amount of $49,939; payments of car-related expenses in the amount of $12,710; and payments for Israel National Insurance, convalescence pay, Education Fund and other perquisites. |

  70. SUMMARY COMPENSATION TABLE

    | (8) Reflects the value of cash we contributed to the named executive officer’s account in our 401(k) plan. |

  71. SUMMARY COMPENSATION TABLE

    | 50 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  72. SUMMARY COMPENSATION TABLE

    EXECUTIVE COMPENSATION TABLES | GRANTS OF PLAN-BASED AWARDS IN 2024

  73. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 The following table sets forth grants of plan-based awards to each NEO during the year ended December 31, 2024:

  74. GRANTS OF PLAN-BASED AWARDS IN 2024

    | Name | Grant Date | Type of Award | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Doron Blachar | | Annual Cash Bonus: Management Plan | 542,688 | 542,688 | 634,945 | | | | | | | | | | 3/21/24(3) | PSUs | | | | 3,397 | 6,793 | 10,190 | | | | $540,000 | | | 3/21/24(4) | PSUs | | | | 3,393 | 6,786 | 13,572 | | | | $540,000 | | | 3/21/24(5) | RSUs | | | | | | | 9,009 | | | $720,000 | | Assaf Ginzburg | | Annual Cash Bonus: Management Plan | 40,772 | — | 305,792 | | | | | | | | | | 3/21/24(3) | PSUs | | | | 1,604 | 3,208 | 4,812 | | | | $255,000 | | | 3/21/24(4) | PSUs | | | | 1,603 | 3,205 | 6,410 | | | | $255,000 | | | 3/21/24(5) | RSUs | | | | | | | 4,254 | | | $340,000 | | Shimon Hatzir | | Annual Cash Bonus: Management Plan | 35,808 | — | 268,562 | | | | | | | | | | 3/21/24(3) | PSUs | | | | 1,321 | 2,642 | 3,963 | | | | $210,000 | | | 3/21/24(4) | PSUs | | | | 1,320 | 2,639 | 5,278 | | | | $210,000 | | | 3/21/24(5) | RSUs | | | | | | | 3,504 | | | $280,000 | | Ofer Ben Yosef | | Annual Cash Bonus: Management Plan | 32,227 | — | 241,704 | | | | | | | | | | 3/21/24(3) | PSUs | | | | 944 | 1,887 | 2,831 | | | | $150,000 | | | 3/21/24(4) | PSUs | | | | 943 | 1,885 | 3,770 | | | | $150,000 | | | 3/21/24(5) | RSUs | | | | | | | 2,502 | | | $200,000 | | Jessica Woelfel | | Annual Cash Bonus: Management Plan | 36,017 | — | 270,124 | | | | | | | | | | 3/21/24(3) | PSUs | | | | 849 | 1,698 | 2,547 | | | | $135,000 | | | 3/21/24(4) | PSUs | | | | 847 | 1,694 | 3,388 | | | | $135,000 | | | 3/21/24(5) | RSUs | | | | | | | 2,252 | | | $180,000 |

  75. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (1) Represents the threshold, target (if applicable) and maximum cash payout opportunities for Fiscal 2024 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—2024 Compensation Determinations—Management Plan.” |

  76. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (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 2024. |

  77. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (3) Represents the shares of Common Stock underlying 3-year relative TSR PSUs granted to our NEOs under our 2018 ICP in 2024. We discuss these awards under the heading “Compensation Discussion and Analysis – 2024 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. |

  78. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (4) Represents the shares of Common Stock underlying 3-year MW PSUs granted to our NEOs under our 2018 ICP in 2024. 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. |

  79. GRANTS OF PLAN-BASED AWARDS IN 2024

    | (5) Represents shares of our Common Stock underlying RSUs granted under our 2018 ICP in 2024. We discuss these awards under the heading “Compensation Discussion and Analysis – 2024 Compensation Determinations – Equity Awards”. |

  80. GRANTS OF PLAN-BASED AWARDS IN 2024

    | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT | 51 |

  81. GRANTS OF PLAN-BASED AWARDS IN 2024

    | EXECUTIVE COMPENSATION TABLES EMPLOYMENT AGREEMENTS

  82. 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, 2024:

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | Equity | Incentive | | | | | | | | | | Incentive | Plan | | | | | | | | | Market | Plan | Awards: | | | | | | | | Number | Value of | Awards: | Market | | | | | | | | of Shares | Shares or | Number of | Value of | | | | Number of | Number of | | | or Units | Units of | Unearned | Unearned | | | | Securities | Securities | | | of Stock | Stock | Shares | Shares | | | | Underlying | Underlying | Option | | That | That | That | That | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | Have Not | Have Not | | | Grant | Options (#) | Options (#) | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Date | Exercisable | Unexercisable | ($) | Date | (#) | ($)(11) | (#) | ($)(11) | | Doron Blachar | July 1, 2020 | 45,365(1) | — | 63.40 | July 1, 2026 | — | — | — | — | | | March 1, 2022 | 4,952 | 4,951(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 1,610(3) | 109,020 | — | — | | | March 1, 2022 | — | — | — | — | — | — | 2,987(4) | 202,280 | | | March 21, 2023 | — | — | — | — | 6,757(5) | 457,584 | | | | | March 21, 2023 | — | — | — | — | — | — | 3,397(6) | 230,011 | | | March 21, 2023 | — | — | — | — | — | — | 6,786(7) | 459,548 | | | March 1, 2024 | — | — | — | — | 15,419(8) | 1,044,175 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 5,899(9) | 399,480 | | | March 1, 2024 | — | — | — | — | — | — | 11,649(10) | 788,870 | | Assaf Ginzburg | May 12, 2020 | 25,524(1) | — | 68.34 | May 12, 2026 | — | — | — | — | | | March 1, 2022 | 2,751 | 2,751(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 894(3) | 101,710 | — | — | | | March 1, 2022 | — | — | — | — | 670(11) | 75,790 | — | — | | | March 1, 2022 | — | — | — | — | — | — | 1,660(4) | 112,381 | | | March 21, 2023 | — | — | — | — | 3,191(5) | 216,095 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 1,604(6) | 108,623 | | | March 21, 2023 | — | — | — | — | — | — | 3,205(7) | 217,043 | | | March 1, 2024 | — | — | — | — | 5,859(8) | 396,771 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 2,242(9) | 151,794 | | | March 1, 2024 | — | — | — | — | — | — | 4,427(10) | 299,796 | | Shimon Hatzir | June 15,2020 | 20,000(1) | — | 69.14 | June 15, 2026 | — | — | — | — | | | December 31, 2020 | 573(1) | — | 90.28 | December 31, 2026 | — | — | — | — | | | March 1, 2022 | 2,201 | 2,200(2) | 71.15 | March 1, 2028 | — | — | — | — | | | March 1, 2022 | — | — | — | — | 716(3) | 48,488 | — | — | | | March 1, 2022 | — | — | — | — | 1,005(11) | 68,059 | — | — | | | March 1, 2022 | — | — | — | — | — | — | 1,328(4) | 89,898 | | | March 21, 2023 | — | — | — | — | 2,628(5) | 177,968 | — | — | | | March 21, 2023 | — | — | — | — | — | — | 1,321(6) | 89,458 | | | March 21, 2023 | — | — | — | — | — | — | 2,639(7) | 178,713 | | | March 1, 2024 | — | — | — | — | 4,626(8) | 313,273 | — | — | | | March 1, 2024 | — | — | — | — | — | — | 1,770(9) | 119,831 | | | March 1, 2024 | — | — | — | — | — | — | 3,495(10) | 236,681 |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | 54 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  85. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 The following table provides information regarding the exercise of SARs and vesting of RSUs held by our NEOs during the year ended December 31, 2024.

  86. OPTION EXERCISES AND STOCK VESTED IN 2024

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized on | | | Acquired on Exercise | Exercise | Acquired on Vesting | Vesting | | Name | (#) | ($) | (#) | ($)(1) | | Doron Blachar | — | — | 5,542 | 374,205 | | Assaf Ginzburg | — | — | 3,170 | 215,071 | | Shimon Hatzir | — | — | 2,252 | 149,618 | | Ofer Ben Yosef | — | — | 2,090 | 142,800 | | Jessica Woelfel | — | — | 876 | 57,914 |

  87. OPTION EXERCISES AND STOCK VESTED IN 2024

    | (1) 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. |

  88. 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 2024.

  89. NON-QUALIFIED DEFERRED COMPENSATION

    | 56 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL For 2024, 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 2024, for the actual definitions.

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT | 57 |

  92. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    Required Tabular Disclosure for Potential Payments as of December 31, 2024 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, 2024. 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, 2024, when the closing price of our Common Stock was $67.72 per share as of December 31, 2024. 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. As described above, Mr. Hatzir will be retiring from his role as Executive Vice President - Electricity Segment of the Company effective September 1, 2025, and will remain employed as a senior consultant to the Company until August 31, 2026. For information on the Hatzir Separation Agreement (which applies for his severance payments after December 31, 2024), see “Executive Compensation Tables - Employment Agreements - Mr. Hatzir”.

  93. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | | | Termination of | Voluntary | Termination | | | | Employment by | Termination of | in Connection | | | Death or | the Company | Employment by | with a Change | | Name and | Disability(1) | without Cause(2) | Employee(3) | in Control(4) | | Principal Position | ($) | ($) | ($) | ($) | | Doron Blachar | | | | | | Accelerated vesting of equity awards | 3,690,968 | — | — | 3,690,968 | | Cash Payments | 608,000 | 879,344 | 608,000 | 2,909,376 | | Assaf Ginzburg | | | | | | Accelerated vesting of equity awards | 1,680,003 | — | — | 1,680,003 | | Cash Payments | 342,000 | 477,908 | 342,000 | 1,466,584 | | Shimon Hatzir | | | | | | Accelerated vesting of equity awards | 1,322,369 | — | — | 1,322,369 | | Cash Payments | 253,000 | 432,041 | 253,000 | 1,169,624 | | Ofer Ben Yosef | | | | | | Accelerated vesting of equity awards | 992,843 | — | — | 992,843 | | Cash Payments | 252,000 | 359,424 | 252,000 | 1,113,408 | | Jessica Woelfel | | | | | | Accelerated vesting of equity awards | 876,669 | — | — | 876,669 | | Cash Payments | 262,274 | 380,055 | 260,000 | 1,231,181 |

  94. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | (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, 2024, with target performance assumed for PSUs, in accordance with the terms of the award agreements. The cash payments amounts include the Fiscal 2024 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. |

  95. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | (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, 2024, 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 2024 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. |

  96. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | (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; however, the amount the NEOs would receive under the Section 14 arrangements is not able to be determined. The cash payments amounts included in this column represent the severance payments to the NEOs pursuant to the Fiscal 2024 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 for 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, and will be increased for the NEOs based in Israel based on the amount they would receive under the Section 14 arrangements. |

  97. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | (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, 2024 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 2024; (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, 2024, with any performance-criteria calculated at target level. |

  98. Required Tabular Disclosure for Potential Payments as of December 31, 2024

    | 58 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  99. PAY RATIO

    PAY RATIO

  100. CEO PAY RATIO

    CEO PAY RATIO Our CEO, Doron Blachar, had Fiscal 2024 total compensation of $3,820,182, as reflected in the Summary Compensation Table included above. We estimate that the median of the annual total compensation of Ormat employees for the year ended December 31, 2024 was $110,239. For purposes of this calculation, our global employee population consisted of 713 U.S. and 799 non-U.S. employees (before the exclusion of employees in Guadeloupe) on December 31, 2024. In accordance with SEC rules, we excluded our CEO and employees from Guadeloupe (23 employees, which represented less than 5% of our employee base) to identify the median compensated employee. As a result, Mr. Blachar’s annual total compensation was approximately 35 times that of the median annual total compensation of all employees.

  101. 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.

  102. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  103. 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) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($000) | Adjusted EBITDA(6) ($000) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | 3,820,182 | — | 3,072,297 | 1,437,391 | 1,195,493 | 90.87 | 58.66 | 131,241 | 550,455 | | 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 |

  104. 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 2024, 2023, 2022 and 2021. 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: |

  105. PAY VERSUS PERFORMANCE TABLE

    | • | 2024: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel. |

  106. PAY VERSUS PERFORMANCE TABLE

    | • | 2023: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel. |

  107. PAY VERSUS PERFORMANCE TABLE

    | • | 2022: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. |

  108. PAY VERSUS PERFORMANCE TABLE

    | • | 2021: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef. |

  109. PAY VERSUS PERFORMANCE TABLE

    | • | 2020: Assaf Ginzburg, Shlomi Argas, Zvi Krieger and Hezi Kattan. |

  110. 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. |

  111. 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: |

  112. PAY VERSUS PERFORMANCE TABLE

    | 60 | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT |

  113. PAY VERSUS PERFORMANCE |

    PAY VERSUS PERFORMANCE | PAY VERSUS PERFORMANCE TABLE

  114. PAY VERSUS PERFORMANCE |

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO D. Blachar | Average Other | 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 | $3,820,182 | $1,437,391 | $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 | (2,500,000) | (706,250) | (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 | 2,134,534 | 602,991 | 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 | (217,300) | (96,001) | (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 | (165,119) | (42,637) | (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 | 3,072,297 | 1,195,493 | 2,152,769 | 932,504 | 2,830,554 | 1,453,939 | 197,417 | 194,105 | 3,388,339 | 3,986,154 | 1,725,013 |

  115. PAY VERSUS PERFORMANCE |

    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.

  116. PAY VERSUS PERFORMANCE |

    | (4) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The TSR assume $100 was invested at the close of market on December 31, 2019 in our Common Stock, and assumes the reinvestment of any dividends. |

  117. PAY VERSUS PERFORMANCE |

    | (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. |

  118. PAY VERSUS PERFORMANCE |

    | (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. |

  119. PAY VERSUS PERFORMANCE |

    | ORMAT TECHNOLOGIES, INC. | 2025 PROXY STATEMENT | 61 |

  120. | PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

  121. PAY VERSUS PERFORMANCE |

    PAY VERSUS PERFORMANCE | RELATIONSHIP BETWEEN CAP AND CERTAIN FINANCIAL MEASURES