Ormat (ORA) 2026 proxy: directors, executive pay and $1B notes
Rhea-AI Filing Summary
Ormat Technologies is asking shareholders to vote at its June 2, 2026 virtual annual meeting on three items: electing eight directors, an advisory vote on executive compensation, and ratifying Kesselman & Kesselman as independent auditor.
The company highlights a diversified 1.8 GW portfolio across geothermal, solar PV, recovered energy and storage, with about 495MW/1,358MWh of storage and 2025 net income of $127 million. It reports 12.5% year‑over‑year revenue growth and a record $352 million backlog, supported by new PPAs, storage projects, acquisitions and a $1 billion convertible notes offering.
The board is entirely independent under NYSE rules, uses committee structures for audit, compensation, governance, investment and sustainability, and applies a 15‑year term limit. Executive pay blends salary, annual bonus tied to revenue and adjusted EBITDA, and long‑term equity awards weighted to performance stock units based on relative TSR and low‑carbon capacity growth.
Positive
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Key Figures
Key Terms
Performance Stock Units (PSUs) financial
relative TSR financial
pay ratio financial
independent registered public accounting firm regulatory
convertible senior notes offering financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |
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Filed by a party other than the Registrant |
Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
TABLE OF CONTENTS
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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS |
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2026 PROXY STATEMENT SUMMARY |
5 |
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VOTING ROADMAP |
11 |
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PROPOSAL 1 – ELECTION OF DIRECTORS |
15 |
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PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION |
34 |
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COMPENSATION DISCUSSION AND ANALYSIS |
35 |
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EXECUTIVE COMPENSATION TABLES |
50 |
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PAY RATIO |
59 |
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PAY VERSUS PERFORMANCE |
60 |
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PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
64 |
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TRANSACTIONS WITH RELATED PERSONS |
66 |
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REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS |
66 |
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EQUITY COMPENSATION PLAN INFORMATION |
67 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
68 |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |
70 |
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OTHER MATTERS |
73 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
75 |
02 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
NOTICE OF 2026 ANNUAL MEETING
OF STOCKHOLDERS
The Board of Directors (the “Board”) of Ormat Technologies, Inc. (“Ormat” or the “Company”) is making this Proxy Statement available to you in connection with the solicitation of proxies on its behalf for the 2026 Annual Meeting of Stockholders (the “Annual Meeting” or the “2026 Annual Meeting”). The Annual Meeting will be held on June 2, 2026 at 9:00 a.m., Eastern Daylight Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast.
This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting.
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DATE |
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TIME |
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LOCATION |
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RECORD DATE |
VOTING MATTERS AND BOARD RECOMMENDATIONS
Proposal |
Board Vote |
Page |
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1 |
Election to our Board of Directors of the eight director nominees |
FOR |
15 |
2 |
Advisory vote on the compensation for our named executive officers |
FOR |
34 |
3 |
Ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm |
FOR |
64 |
Stockholders will also transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.
WHO CAN VOTE: The record date for the Annual Meeting is April 8, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. VOTING: Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail, or otherwise virtually at the Annual Meeting. Please review the instructions on the proxy card (or, if you hold your shares in “street name” through a broker, bank or other nominee, voting instruction form) regarding each of these voting options. |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 2, 2026: We are taking advantage of Securities and Exchange Commission (“SEC”) rules that permit companies to furnish proxy materials to stockholders via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of our proxy materials unless you specifically request one by following the instructions contained in the Notice. The Notice instructs you on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“Fiscal 2025”), via the Internet at https://www.astproxyportal.com/ast/13766, as well as how to vote online or by telephone. We are first making this Proxy Statement and the accompanying materials available to our stockholders on or about April 21, 2026. |
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 03
I NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
CASTING YOUR VOTE
CASTING YOUR VOTE
How to Vote |
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Internet Visit the applicable voting website and follow the on-screen instructions. |
Telephone Within the United States, U.S. Territories and Canada, call toll-free. |
Complete, sign and mail your proxy card (if a stockholder of record) or voting instruction form (if a street name holder) in the self-addressed envelope provided to you. |
Virtually Attend the Annual Meeting and cast your vote on the meeting website. |
Stockholders of Record (Shares registered in your name with Ormat’s transfer agent) |
www.voteproxy.com |
+1 (800) 776-9437 |
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https://edge.media-server.com/mmc/p/p3grfokd |
Street Name Holders |
Refer to voting instruction form. |
Refer to voting instruction form. |
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Refer to voting instruction form. |
If you own shares that are traded through the Tel Aviv Stock Exchange (“TASE”), you may vote your shares in one of the following ways:
YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET, BY PHONE OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.
By submitting your proxy using any of the methods specified in the Notice, you authorize each of Doron Blachar, our Chief Executive Officer, Assaf Ginzburg, our Chief Financial Officer, and Jessica Woelfel, our General Counsel, Chief Compliance Officer and Corporate Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. You may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.
By Order of the Board of Directors.
JESSICA WOELFEL
General Counsel, Chief Compliance Officer and
Corporate Secretary
April 21, 2026
04 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
2026 PROXY STATEMENT SUMMARY I
Ormat is Well-Positioned in the Value Chain
For geothermal energy, REG, solar, and energy storage
Key Highlights |
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Strong Financial Positioning Installed capacity growth (MW) |
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Financial Strength: 2025 results |
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$127M 2025 Net income(1) |
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Revenues Growth ($m) |
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Electricity: Diversified Portfolio |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 07
I VOTING ROADMAP
BOARD AND GOVERNANCE HIGHLIGHTS
Our Experienced and Balanced Board
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Board Skills and |
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Senior Leadership and Strategy Experience as a senior executive at a large organization |
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8/8 |
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Public Company Corporate Governance Experience serving on the board of a public company and/or a strong understanding of corporate governance best practices |
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6/8 |
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Finance and Accounting Experience in financial accounting and reporting, auditing processes and standards, internal controls and/or corporate finance |
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8/8 |
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Capital Markets Experience with a range of capital raising transactions |
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7/8 |
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Sustainability Experience with corporate sustainability and social responsibility practices |
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4/8 |
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Capital Projects Experience overseeing, managing or advising on large‑scale capital projects |
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5/8 |
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Business Development Experience with developing and implementing strategies for growth, including M&A transactions |
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7/8 |
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Energy Industry Experience in the energy, power generation, renewables and/or utility sectors |
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5/8 |
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International Business Experience with managing international operations |
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4/8 |
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Information Technology/Cybersecurity Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information |
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5/8 |
12 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
VOTING ROADMAP I
BOARD AND GOVERNANCE HIGHLIGHTS
Corporate Governance Highlights
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Board independence |
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Executive sessions |
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Board evaluation |
All directors are independent under NYSE standards and all committees are made up entirely of independent directors. |
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Independent members of the Board and each of the committees meet regularly in executive session with no members of management present. |
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Each of the Board and its committees evaluates and discusses its respective performance and effectiveness annually. |
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Engagement with stockholders |
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Director accountability |
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Time commitment |
The Board and Management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. |
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All directors must be elected annually, by majority vote of the stockholders (except in contested elections, where they are elected by plurality). |
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We maintain stringent internal over‑boarding standards for our directors, which reflect the standards of ISS and Glass Lewis. None of our directors is currently over‑boarded under such standards. |
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Compensation review |
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Risk oversight |
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Board refreshment |
The Compensation Committee reviews the appropriateness of our executive officer and director compensation. |
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The Board and committees regularly review their oversight of risk and the allocation of risk oversight among the committees. |
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Subject to certain exceptions, directors will not be nominated for re‑election to the Board if they have served on the Board for more than 15 years at the time of such proposed nomination. |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 13
I VOTING ROADMAP
EXECUTIVE COMPENSATION HIGHLIGHTS
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PROPOSAL 2 |
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The Board |
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Advisory Vote on Executive Compensation See page 34 |
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EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program consists of three elements, namely, annual salary, annual bonus and equity awards, with an emphasis on at-risk and/or long-term compensation.
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Element |
Form |
Metrics and Key Features |
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Annual |
Fixed Cash |
Set at levels that reflect competitive compensation averages for similar executives |
02 |
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Management Plan |
Annual Performance- Based Plan |
A mix of quantitative and qualitative metrics: Company Performance Metric • Revenue • Adjusted EBITDA Individual Performance Metrics • Financial and operational CEO Goals • Qualitative |
03 |
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Long-Term Equity Awards |
Performance Stock Units (PSUs) |
Represents 60% of long-term equity awards Vesting: 3-year performance period and service period vests equally over three years. Performance Metrics: • 50% relative TSR • 50% Megawatts (low-carbon capacity targets) |
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Restricted Stock Units (RSUs) |
Represents 40% of long-term equity awards Vesting: 3 years |
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PROPOSAL 3 |
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The Board |
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Ratification of Appointment of Independent Registered Public Accounting Firm See page 64 |
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14 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board currently consists of eight members, each of whom is standing for reelection. 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 2027: 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.
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.
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OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE. |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
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.
Age 69 Member of our Independent Director Chairman of |
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ISAAC ANGEL |
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DIRECTOR QUALIFICATIONS: |
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• Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business |
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BACKGROUND: |
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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. |
Age 62 Member of our Independent • Audit • Sustainability Committee • Investment
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RAVIT BARNIV |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• Extensive management, financial and corporate governance experience • Extensive experience in highly-regulated industries
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• 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) |
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OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: |
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• Strauss Group Ltd. |
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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 is on the board and is a member of the compensation committee of Lahav Managerial Studies at Tel-Aviv University. 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. |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 15
I PROPOSAL 1 ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
Age 65 Member of our Independent • Audit • Sustainability |
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KARIN CORFEE |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• 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 |
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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). |
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Age 79 Member of our Independent • Nominating • Investment |
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DAVID GRANOT |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• Extensive management, banking, and financial experience, and overall business knowledge |
• BA, Economics, Hebrew University • MBA, Hebrew University |
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OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • M.L.R.N. Projects and Trading Ltd. (Chairman) • CLAL Insurance Enterprises Holdings Ltd. |
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BACKGROUND: Mr. Granot currently serves on the boards of directors of M.L.R.N. Projects and Trading Ltd. (where he is Chairman of the board) (TASE: MLRN), CLAL Insurance Enterprises Holdings Ltd. (TASE: CLIS), which are all public companies in Israel. 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: Bezeq The Israel Telecommunication Corp. Ltd., Rav‑Bariach (08) Industries Ltd., 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. |
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16 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
Age 56 Member of our Independent • Audit • Compensation
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MICHAL MAROM |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• Extensive corporate governance and financial experience |
• BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College |
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OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Paz Energy • Ayalon Insurance Company Ltd. • ISROTEL Ltd. |
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BACKGROUND: Ms. Marom serves on the board of directors and the compensation committee of Ayalon Insurance Company Ltd (TASE: AYOL), one of the six largest insurance and finance companies in Israel, Paz Energy (TASE: PAZ), a leading energy company in Israel; and ISROTEL (TASE: ISRO), the largest hotel and hospitality company in Israel, which are all public companies in Israel. Additionally, she previously served as a director of Union Bank of Israel, which subsequently was acquired by Bank Mizrahi-Tefahot, 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, Dan Transportation Ltd., from 2014 to 2022, and REE Automotive Ltd. from July 2021 to February 2025. Ms. Marom is a certified public accountant in Israel and also acts as a consultant providing strategic advice on business models and financial transactions. |
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Age 57 Member of our Independent • Compensation Committee (Chair) • Nominating and Corporate Governance Committee |
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DAFNA SHARIR |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• 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 |
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OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Cognyte Software Ltd. • Gilat Satellite Networks Ltd. |
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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 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. |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 17
I PROPOSAL 1 ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
Age 68 Member of our Lead • Compensation Committee • Nominating • Investment |
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STANLEY B. STERN |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• 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 |
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OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. • Radware Ltd. • Tigo Energy, Inc. |
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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 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). |
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Age 74 Member of our Independent • Audit • Sustainability |
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BYRON G. WONG |
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DIRECTOR QUALIFICATIONS: |
EDUCATION: |
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• 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 |
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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. |
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18 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS
OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS
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Board Highlights |
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6 directors with gender and/or ethnic or racial diversity |
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1 director who is a former CFO |
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3 directors who are current or former CEOs |
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4 directors with international experience |
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Board Credentials and Characteristics
In considering each director nominee, the Nominating and Corporate Governance Committee and the Board evaluated such person’s key qualifications, skills, experience and perspectives that he or she could bring to the Board, as well as existing commitments to other businesses, professional experience, understanding of the Company’s business environment and the composition and combined expertise of the existing Board. Certain of the skills considered by the Board are summarized in the matrix below. The fact that a particular qualification, skill, experience or perspective is not listed below does not mean that the nominee does not possess it or that the Nominating and Corporate Governance Committee and the Board did not evaluate it.
The Nominating and Corporate Governance Committee also considers factors such as age, gender and ethnic and racial background as set forth in the Company’s Corporate Governance Guidelines. In addition, under our Corporate Governance Guidelines, our Board shall at all times include a minimum of two female directors, subject to periods of director transitions. The Nominating and Corporate Governance Committee makes recommendations to the Board to ensure it is composed of directors with sufficiently diverse and independent backgrounds. The matrix below also provides additional information regarding our directors’ self-identified gender and race/ethnicity.
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Board Skills and Experience |
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Isaac |
Ravit |
Karin |
David |
Michal |
Dafna |
Stanley |
Byron |
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Senior Leadership and Strategy |
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Public Company Corporate Governance |
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Finance and Accounting |
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Capital Markets |
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Sustainability |
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Capital Projects |
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Business Development |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 19
I PROPOSAL 1 ELECTION OF DIRECTORS
OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS
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Board Skills and Experience |
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Isaac |
Ravit |
Karin |
David |
Michal |
Dafna |
Stanley |
Byron |
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Energy Industry Experience in the energy, power generation, renewables and/or utility sectors |
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International Business Experience with managing international operations |
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Information Technology/ Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information |
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Gender |
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Isaac |
Ravit |
Karin |
David |
Michal |
Dafna |
Stanley |
Byron |
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Male |
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Female |
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Race/Ethnicity |
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Isaac |
Ravit |
Karin |
David |
Michal |
Dafna |
Stanley |
Byron |
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Asian (excludes Indian/South Asian) |
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Black/African American |
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Caucasian/White |
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Hispanic/Latin American |
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Indian/South Asian |
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Middle‑Eastern/North African |
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Native American/Alaskan Native |
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Native Hawaiian/Other Pacific Islander |
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20 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
HOW OUR BOARD IS SELECTED AND EVALUATED
Board Tenure
The Nominating and Corporate Governance Committee strives to maintain a healthy degree of Board refreshment and prevent entrenchment, while weighing the strong contributions delivered by directors with deep knowledge of our Company’s history and strategic long-term goals. Our Board is periodically refreshed with the addition of candidates whom we believe bring new ideas and fresh perspectives into the boardroom. As shown below, the Board’s balanced approach to Board tenure has resulted in an appropriate mix of long-serving and newer directors (which reflects the composition of the Board following the Annual Meeting assuming the election of all director nominees).
HOW OUR BOARD IS SELECTED AND EVALUATED
Director Independence and Independence Determinations
The New York Stock Exchange listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to be independent. Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. The Board’s policy is to review and determine the independence of all incumbent directors annually, and to review and determine the independence of new director nominees and appointees when nominated or appointed.
The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines, the Board will consider all relevant facts and circumstances in making an independence determination. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.
The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that all of the director nominees and directors serving during Fiscal 2025 are independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service.
Our Board has also affirmatively determined that (i) each current member, each member who served during Fiscal 2025 and each nominee who will serve on our Audit Committee, assuming his or her election, is “independent” for purposes of audit committee membership under the applicable SEC rules and NYSE listing standards, and (ii) each current member, each member who served during Fiscal 2025 and each nominee who will serve on our Compensation Committee, assuming his or her election, is “independent” for purposes of compensation committee membership under the applicable SEC rules and NYSE listing standards.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 21
I PROPOSAL 1 ELECTION OF DIRECTORS
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Board Recruitment Process
Assessment of |
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Candidate Identification |
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Candidate Evaluation |
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Recommendation to |
The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. |
In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers potential director candidates. Where stockholders nominate directors pursuant to our bylaws, the Nominating and Corporate Governance Committee also considers the qualifications of these directors. |
The Nominating and Corporate Governance Committee interviews and evaluates potential director candidates to determine their qualifications to serve on our Board, as well as their compatibility with the culture of the Company, its philosophy and its Board and management. |
The Nominating and Corporate Governance Committee recommends director candidates to be presented to stockholders for election or, in the event of a vacancy, be appointed and subsequently presented to stockholders for election. |
Candidate Identification
Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, management, stockholders or other persons. The Nominating and Corporate Governance Committee may also utilize the services of professional search firms to identify and recruit qualified candidates for the Board.
Director candidates identified by stockholders will be evaluated in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidates, as described below.
All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Board for its consideration. Stockholders must, in particular, satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2027 Annual Meeting of Stockholders.”
Candidate Evaluation
The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and their suitability for service on our Board. In evaluating each candidate, the Nominating and Corporate Governance Committee considers guidelines it has developed that set forth the criteria and qualifications for Board membership, including, but not limited to, relevant knowledge and individual qualifications (including professional experience, understanding of the Company’s business environment, and diversity of background and experience), personal qualities of leadership (including strength of character, wisdom, judgment, ability to make independent analytical inquiries, and the ability to work collegially with others), potential conflicts of interest, existing commitments to other businesses, and legal considerations such as antitrust issues, independence under applicable SEC rules and regulations and NYSE listing standards, and overall fit with the composition and expertise of the existing Board.
The Nominating and Corporate Governance Committee seeks to achieve a diversity of backgrounds and experience within the Board and works to further the Company’s goal of eliminating discrimination in our hiring and employment termination practices and ensuring that all employees are adequately accommodated and treated equally. |
This process is designed to provide that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Accordingly, in determining the pool from which Board nominees are chosen, the Nominating and Corporate Governance Committee is committed to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, and experiences with the relevant mix of skills and other qualifying criteria as described above.
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business and affairs through meetings of the Board and five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Investment Committee, and the Sustainability
Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. The following shows an overview of the composition of our Board, as further detailed in the below sections of this Proxy Statement.
22 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Board Leadership Structure
Our Policy
The Board maintains the flexibility to determine whether the roles of Chairman of the Board and CEO should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and its stockholders. The Board believes that one leadership structure is not more effective at creating long-term stockholder value, and the decision of whether to combine or separate the positions of CEO and Chairman should depend on a company’s particular circumstances at a given point in time. Specifically, an effective governance structure must balance the powers of the CEO and the independent directors and ensure that the independent directors are fully informed, are ready to discuss and debate the issues that they deem important, and are able to provide effective oversight of management. Our Board also believes that it should retain the flexibility to make this determination in the manner it feels will provide the most appropriate leadership for the Company from time to time. Our Chairman is appointed annually by the Board.
Our Current Board Leadership Structure
The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. The Board believes that separating the Chair and CEO positions continues to be the appropriate leadership structure for the Company at this time, as it provides the Company and the Board with strong leadership and independent oversight of management and allows the CEO to focus primarily on the management and operation of our business. Factors that the Board considers in reviewing its leadership structure and making this determination include, but are not limited to, the current composition of the Board, the policies and practices in place to provide independent Board oversight of management, the Company’s circumstances and the views of our stockholders and other stakeholders.
Separation of CEO and Chairman |
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Currently, the CEO position is separate from the Chairman of the Board position; Mr. Angel serves as Chairman, while Mr. Blachar serves as our CEO and does not serve on our Board. We believe this structure is appropriate corporate governance for us at this time, as it best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, the Chairman’s attention to Board and committee matters allows the CEO to focus more specifically on overseeing the Company’s day-to-day operations as well as strategic opportunities and planning.
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Doron Blachar, CEO
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Lead Independent Director |
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Under our bylaws, a Lead Independent Director must be appointed where the Chairman and CEO are the same individual. If one is required, the Lead Independent Director must be elected via secret ballot by a majority vote of the independent directors. The Lead Independent Director’s responsibilities (to the extent one is appointed) include but are not limited to the following: • coordinating the activities of the independent directors; • determining the schedule of Board and committee meetings and preparing meeting agendas; • assessing the flow of information from management to ensure independent directors can perform their duties responsibly; • ensuring the Compensation Committee’s oversight of the Company’s incentive-based compensation policies and procedures; • in conjunction with the Compensation Committee, evaluating the CEO’s performance; • coordinating, preparing the agendas for and moderating executive sessions; and • recommending the membership of Board committees and committee chairs. Currently, our Chairman and CEO are different individuals. However, because the Chairman of our Board, Mr. Angel, is not considered independent under ISS guidelines, notwithstanding that he is considered independent under NYSE rules, our Board determined it was appropriate to appoint a lead independent director to enhance the Board’s ability to carry out effectively its roles and responsibilities on behalf of our stockholders. Stanley Stern currently serves as Lead Independent Director. |
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Stanley B. Stern |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 23
I PROPOSAL 1 ELECTION OF DIRECTORS
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Board Committees
The following table summarizes the current membership of each of the Board’s committees. No changes to the Committees are being proposed at the Annual Meeting and the anticipated membership of the Board committees after the Annual Meeting will remain the same.
Name |
Audit Committee |
Compensation |
Nominating & |
Investment |
Sustainability |
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Isaac Angel |
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Ravit Barniv |
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Karin Corfee |
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David Granot |
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Michal Marom |
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Dafna Sharir |
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Stanley B. Stern |
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Byron G. Wong |
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Chair |
24 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
HOW OUR BOARD IS ORGANIZED AND GOVERNED
The Board of Directors has adopted written charters for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Sustainability Committee and Investment Committee. The charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Sustainability Committee and Investment Committee are available on the Company’s website in the “Investor Relations” section of our website at www.ormat.com. As noted above, all members are “independent” under applicable standards.
Audit Committee |
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Members: 4 • Michal Marom (Chair, pictured) • Ravit Barniv • Karin Corfee • Byron G. Wong Number of Meetings in 2025: 6 Qualifications: • All members are “financially literate” under NYSE listing standards. • Ms. Marom has “accounting or related financial management expertise” under NYSE listing standards and is an “audit committee financial expert” under applicable SEC rules. |
Key Responsibilities: • Selects an independent registered public accounting firm to be engaged to audit our financial statements • Annually reviews and discusses with the independent registered public accounting firm its independence • Reviews and discusses the audited annual financial statements and unaudited quarterly financial statements with the independent registered public accounting firm • Discusses with management and the independent registered public accounting firm any significant financial reporting issues and judgments and the adequacy of internal controls • Annually prepares the Audit Committee report • Oversees our internal audit function • Oversees Sarbanes-Oxley Act compliance • Manages and reviews our compliance with legal and regulatory requirements with respect to accounting policies, internal controls and financial reporting and with our Code of Business Conduct and Ethics • Oversees the whistleblower ethics hotline and the procedures established by the Company for receiving and addressing anonymous complaints regarding financial or accounting irregularities • Reviews and approves or ratifies related person transactions |
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Compensation Committee |
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Members: 3 • Dafna Sharir (Chair, pictured) • Michal Marom • Stanley B. Stern Number of Meetings in 2025: 4 |
Key Responsibilities: • Annually reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers • Annually evaluates the performance of our CEO and other executive officers in light of these goals and objectives and their individual achievements and recommends to our Board for approval the compensation of our CEO and other executive officers • Periodically reviews and approves of all other elements of our CEO’s and other executive officers’ compensation, including cash-based and equity- based awards, employment, severance or change in control agreements, and any special or supplemental compensation and benefits for our CEO and other executive officers • Makes recommendations to our Board with respect to the adoption, amendment, termination or replacement of incentive compensation, equity-based plans, revenue sharing plans or other compensation plans maintained by the Company • Makes recommendations to our Board as to the appropriate compensation for Board members • Annually reviews the “Compensation Discussion and Analysis,” recommends its inclusion in the proxy statement and prepares the Compensation Committee report • Makes recommendations to our Board as to changes in Ormat’s general compensation philosophy • Monitors Ormat’s compliance with SEC and NYSE rules and regulations regarding “say-on-pay” and binding stockholder approval of certain executive compensation |
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 25
I PROPOSAL 1 ELECTION OF DIRECTORS
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Nominating and Corporate Governance Committee |
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Members: 3 • Stanley B. Stern • David Granot • Dafna Sharir Number of Meetings in 2025: 2 |
Key Responsibilities: • Develops criteria and qualifications for Board membership • Identifies and approves individuals who meet Board membership criteria and are qualified to serve as members of our Board • Recommends director nominees for our annual meeting of stockholders • Recommends Board members for committee service • Develops and recommends to our Board corporate governance guidelines • Reviews the adequacy of our certificate of incorporation and bylaws • Reviews and monitors compliance with our Corporate Governance Guidelines • Oversees the evaluation of the Board and management • Makes independence determinations and periodically reviews independence standards |
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Investment Committee |
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Members: 3 • David Granot (Chair, pictured) • Ravit Barniv • Stanley B. Stern Number of Meetings in 2025: 1 |
Key Responsibilities: • Reviews and approves the cash derivatives and investment policy adopted by our Board (the “Investment Policy”), which outlines general guidelines for hedging interest expense and foreign exchange • Considers and, as applicable, approves and authorizes hedging transactions we may enter into to hedge our exposure to certain risks and currencies in accordance with the Investment Policy • Meets on an as-needed basis as instructed by our Board |
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Sustainability Committee |
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Members: 3 • Karin Corfee (Chair, pictured) • Ravit Barniv • Byron G. Wong Number of Meetings in 2025: 2 |
Key Responsibilities: • Reviews and makes recommendations to the Board regarding the Company’s sustainability practices and policies, risks and opportunities • Reviews the Company’s reporting on environmental performance, including the Company’s annual Sustainability Report • Reviews and recommends strategies to reduce the Company’s carbon footprint and other environmental risks • Assesses the Company’s climate-related risks and opportunities, and reviews and recommends strategies to reduce its carbon footprint and other environmental risks • Provides input and guidance with respect to communications with employees, investors, and other stakeholders, as appropriate, regarding the Company's position on or approach to sustainability matters
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26 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Board Service Policies
Time commitment and expectation on meeting attendance and active participation |
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• All directors are expected to make every effort to attend our annual meeting of stockholders. • All directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members, and to meet as frequently as necessary in order to properly discharge their responsibilities. |
Overboarding policy |
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• The Company values the experience that our directors bring from other boards on which they serve but recognizes that those boards may also present demands on a director’s time and availability and may present conflicts or legal issues. • In 2023, the Nominating and Corporate Governance Committee recommended, and the Board approved, an amendment to our Corporate Governance Guidelines which provided that no director may serve on more than four public company boards (including the Company’s Board). • No member of the Audit Committee may serve on more than three public company audit committees (including the Company’s Audit Committee). • Without specific approval from the Nominating and Corporate Governance Committee, directors who also serve as chief executive officers or in equivalent positions generally should not serve on more than two public company boards (including the Company’s Board), in addition to their employer’s board. |
Term limits |
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• The Board has a 15-year term limit. We believe that maintaining an appropriate balance of tenure on the Board allows us to benefit from both the historical and institutional knowledge of longer-tenured directors as well as the additional, fresh perspectives contributed by newer directors. • Under this policy, directors will not be nominated for re-election to the Board if they have served on the Board for more than 15 years at the time of such proposed nomination, subject to such waivers as may be granted under our Corporate Governance Guidelines. |
Meeting Attendance
All of the directors serving at the time of the 2025 Annual Meeting of Stockholders attended the meeting. During 2025, (i) the Board met seven times, (ii) the Audit Committee met six times, (iii) the Nominating and Corporate Governance Committee met two times, (iv) the Compensation Committee met four times, (v) the Sustainability Committee met two times, and (vi) the Investment Committee met one time. During 2025, no member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).
Executive Sessions
The Board regularly meets in executive session, with no members of management present. The independent directors of the Board also meet in executive session with no members of management present. Each of the committees of the Board also meets regularly in executive session.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 27
I PROPOSAL 1 ELECTION OF DIRECTORS
HOW OUR BOARD IS ORGANIZED AND GOVERNED
Board and Committee Evaluations
Every year, the Board and each of its committees evaluate and discuss their respective performance and effectiveness. The Board and committee evaluation for 2025 was led by our General Counsel, Chief Compliance Officer and Corporate Secretary. These evaluations were conducted by providing each director with detailed questionnaires relating to the Board and its committees, covering a wide range of topics, including, but not limited to, the fulfillment of the Board and committee responsibilities identified in the Corporate Governance Guidelines and committee charters. All responses from directors are kept confidential and anonymous.
STEP 1: Initiation of Evaluations |
Our General Counsel, Chief Compliance Officer and Corporate Secretary initiates the annual evaluation process by presenting the proposed approach to the Board and distributing questionnaires to each director soliciting his or her opinions on Board performance and effectiveness. |
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STEP 2: Board and Committee Assessment Questionnaires |
Each director completes a questionnaire addressing the Board’s knowledge and understanding of, and performance with respect to, the Company’s business, strategy, values, plans and mission, the appropriateness of the Board’s structure and composition, the communication among the directors and between the Board and management and the Board’s meeting process. Committee members additionally assess, among other topics, how the committee has satisfied the responsibilities contained in its charter, the organization of the committee, the committee meeting process and the committee’s oversight. |
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STEP 3: Follow‑Up Interviews |
Our General Counsel, Chief Compliance Officer and Corporate Secretary reviews each questionnaire and conducts follow‑up interviews with each director as necessary. |
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STEP 4: Presentation of Findings |
Our General Counsel, Chief Compliance Officer and Corporate Secretary prepares and presents to the Board a report aggregating and summarizing for the Board and its committees the findings from the questionnaires and interviews. |
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STEP 5: Implementation of Feedback |
The Board and its committees discuss the findings and consider what, if any, actions should be implemented to enhance future performance. |
Governance Documents
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, executive officers and directors, as well as a Code of Ethics Applicable to Senior Executives that is applicable to our principal executive officers, principal financial officers, principal accounting officer and controller, and all persons performing similar functions, including our chief executive and senior financial officers. If we make any amendments to our Code of Business Conduct and Ethics or our Code of Ethics Applicable to Senior Executives or grant any waiver, including any implicit waiver, from a provision of either code applicable to our CEO, CFO, or principal accounting officer, we intend to disclose the nature of such amendment or waiver on our website within four business days to the extent required by SEC rules.
Corporate Governance Guidelines
We have also adopted Corporate Governance Guidelines, which, together with our certificate of incorporation and bylaws, establish the governance framework for the management of the Company. Our Corporate Governance Guidelines are intended to align the interests of directors and management with those of our stockholders. The guidelines address, among other matters, the role of our Board, Board composition and committees, Board membership criteria, director independence, Board meetings, performance evaluation and succession planning.
Our Code of Business Conduct and Ethics, Code of Ethics Applicable to Senior Executives and Corporate Governance Guidelines are available in the “Investor Relations” section of our website at www.ormat.com.
28 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
I PROPOSAL 1 ELECTION OF DIRECTORS
HOW OUR BOARD EXERCISES OVERSIGHT
While our full Board is ultimately responsible for oversight of risk management, its committees critically assist the Board in fulfilling its monitoring responsibilities in certain areas of risk, as shown below.
Board/Committee |
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Key Areas of Risk Oversight |
Entire Board |
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• Strategic, financial, industrial, competitive and operational risks and exposures; • Technological risks, including cybersecurity and information technology risks and developments; • Litigation and regulatory exposures; • Climate change, social and other sustainability related risks, strategies and approach; and • Other current matters that may present material risk to our operations, plans, prospects or reputation, both from a global perspective and on a power plant-by-power plant basis. |
Audit Committee |
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• Risks and exposures associated with financial matters, including financial reporting, tax, accounting, and disclosure; • Audit oversight; • Internal control over financial reporting (including the internal controls related to sustainability disclosures and metrics); and • Internal audit; and Cybersecurity and information technology risks and developments. |
Compensation Committee |
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• Risks relating to whether compensation plans, policies and practices are likely to have a material adverse effect on the Company; and • Risks relating to alignment of compensation with Company performance goals and appropriate balance between different types of compensation. |
Investment Committee |
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• Financial risk exposures, particularly risks and exposures associated with cash investment guidelines, financial risk policies and hedging activities. |
Sustainability Committee |
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• Sustainability risks and opportunities, including climate-related risks and opportunities. |
Management Succession Planning
We believe succession planning, including succession in the event of an emergency or retirement of our CEO, is an important function of the Board. The Nominating and Corporate Governance Committee, with input from our CEO, is responsible for identifying possible successors to our CEO and developing a succession
plan, which includes, among other things, an assessment of the experience, performance and skills for possible successors to the CEO. As provided by our Corporate Governance Guidelines, the plan is annually reviewed by the entire Board.
30 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
I PROPOSAL 1 ELECTION OF DIRECTORS
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
The compensation of our non-employee directors for Fiscal 2025, which remains unchanged in Fiscal 2026, was as follows:
Annual Board Retainer |
$95,000 cash retainer and an annual equity grant with a value of $130,000 ($180,000 for the non-employee chairman of the Board)* |
Additional Cash Retainer for |
$40,000 cash retainer |
Annual Cash Retainer Committee Chair |
$12,500 for Sustainability Committee $12,500 for Investment Committee $15,000 for Nominating and Corporate Governance Committee $20,000 for Compensation Committee $25,000 for Audit Committee |
We also promptly reimburse all directors for transportation and lodging expenses actually incurred to attend meetings of our Board or committees.
The timing of compensation and the annual equity grants to non-employee directors runs from the time of the Company’s annual meeting of stockholders rather than at the end of each fiscal year and cash retainers, which are paid quarterly, are based on the annual meeting cycle rather than the fiscal year-end cycle.
The following table sets forth the total compensation paid to each member of our Board during Fiscal 2025:
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Name |
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Fee Earned or |
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Stock |
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Total ($) |
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Isaac Angel |
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135,000 |
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180,000 |
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315,000 |
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Ravit Barniv |
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95,000 |
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130,000 |
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225,000 |
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Karin Corfee (2) |
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106,875 |
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130,000 |
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236,875 |
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David Granot (2) |
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106,875 |
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130,000 |
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236,875 |
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Michal Marom (2) |
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118,750 |
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130,000 |
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248,750 |
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Mike Nikkel (3) |
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— |
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— |
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— |
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|
|
|
|
|
|
|
|
|
|
|
Dafna Sharir |
|
112,500 |
|
130,000 |
|
242,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stanley B. Stern (2) |
|
108,750 |
|
130,000 |
|
238,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Byron G. Wong |
|
95,000 |
|
130,000 |
|
225,000 |
|
|
|
|
|
|
|
|
|
32 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 1 ELECTION OF DIRECTORS I
DIRECTOR COMPENSATION
The following table provides the aggregate number as of December 31, 2025 of unexercised options and SARs and unvested RSUs outstanding for each of our non-employee directors who served during Fiscal 2025.
|
|
|
|
|
|
|
|
Name |
|
Unexercised |
|
Unexercised SARs |
|
Unvested RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Isaac Angel |
|
— |
|
— |
|
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ravit Barniv |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Karin Corfee |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Granot |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michal Marom |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Nikkel(1) |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dafna Sharir |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stanley B. Stern |
|
— |
|
1,315 |
|
1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Byron G. Wong |
|
— |
|
— |
|
1,766 |
|
|
|
|
|
|
|
|
|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 33
PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under Section 14A of the Exchange Act and pursuant to SEC rules and regulations, we are required to hold an advisory stockholder vote to approve the compensation of our named executive officers at least every three years. At our 2023 Annual Meeting of Stockholders, our stockholders voted to hold the non-binding stockholder vote to approve the compensation of our named executive officers every year. Accordingly, the Company currently intends to hold such votes annually. The next such non-binding vote on executive compensation will be held at the Company’s 2027 Annual Meeting of Stockholders.
The present vote to approve the compensation of our named executive officers is advisory and therefore not binding on the Company, our Board or our Compensation Committee. However, participating in such vote is an important mechanism by which our stockholders may convey their views about our executive compensation programs and policies. Our Board and Compensation Committee value stockholder input on these matters and will consider the results of this advisory vote, among other factors, in making future decisions about executive compensation for our named executive officers.
This vote relates to the compensation of our named executive officers as disclosed in the following sections of this Proxy Statement:
As described in detail in “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain highly qualified executive officers and to incentivize superior performance. We believe that our executive compensation program directly links executive compensation with our performance and aligns the interests of our executive officers with those of our stockholders.
This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we recommend that our stockholders vote upon the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the ‘Compensation Discussion and Analysis’, compensation tables and related narrative discussion, is hereby APPROVED.”
Approval of the compensation of our named executive officers on an advisory basis requires the affirmative vote of the holders of a majority of the voting power of our shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will count as votes “against” and “broker non-votes” will have no effect on the outcome of this proposal.
|
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING AND ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |
34 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
|
|
TABLE OF CONTENTS |
|
|
|
|
|
|
|
OUR EXECUTIVE OFFICERS |
36 |
|
|
EXECUTIVE SUMMARY |
37 |
|
|
- 2025 Highlights |
37 |
|
|
- We Pay For Performance |
38 |
|
|
- Compensation Objectives and Design |
38 |
|
|
- Compensation Elements |
39 |
|
|
- Views of Our Stockholders |
39 |
|
|
COMPENSATION GOVERNANCE |
40 |
|
|
- Roles and Responsibilities |
40 |
|
|
- Other Compensation-Related Policies and Procedures |
40 |
|
|
2025 COMPENSATION DETERMINATIONS |
41 |
|
|
- Annual Salary |
41 |
|
|
- Management Plan |
42 |
|
|
- Equity Awards |
45 |
|
|
2023 PERFORMANCE STOCK UNITS PROGRAM RESULT |
47 |
|
|
OTHER COMPENSATION ELEMENTS |
48 |
|
|
FISCAL 2026 COMPENSATION |
49 |
|
|
|
|
|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 35
I COMPENSATION DISCUSSION AND ANALYSIS
OUR EXECUTIVE OFFICERS
This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process and the Fiscal 2025 compensation of our named executive officers (“NEOs”).
OUR EXECUTIVE OFFICERS
Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. The following sets forth certain information with respect to our executive officers as of April 21, 2026.
Age 58 Chief Executive |
|
DORON BLACHAR |
|
Doron Blachar has served as our Chief Executive Officer since July 1, 2020. Prior to that, Mr. Blachar served as the Company’s Chief Financial Officer from April 2013 to May 2020 and as President from November 2019 to July 2020. From 2011 to 2013, Mr. Blachar served as a member of the board of A.D.O. Group Ltd., a TASE-listed company. From 2009 to 2013, Mr. Blachar was the CFO of Shikun & Binui Ltd. From 2005 to 2009, Mr. Blachar served as Vice President—Finance of Teva Pharmaceutical Industries Ltd. From 1998 to 2005, Mr. Blachar served in a number of positions at Amdocs Limited, including as Vice President—Finance from 2002 to 2005. Mr. Blachar earned a BA in Accounting and Economics and an MBA from Tel Aviv University. He is also a Certified Public Accountant in Israel. |
|
|
|
|
Age 51 Chief Financial |
|
ASSAF GINZBURG |
|
Assaf Ginzburg has served as our Chief Financial Officer since May 10, 2020. Since October 2022, Mr. Ginzburg has served as a member of the board of Ithaca Energy plc, a company listed on the London Stock Exchange. Mr. Ginzburg also held several positions, including Executive Vice President and Chief Financial Officer of Delek US Holdings, Inc. (NYSE: DK) and Delek Logistics Partners, LP (NYSE: DKL) from 2004 to 2020, and has over 15 years of experience in the energy industry. Mr. Ginzburg earned a BA in Economics and Accounting from Tel Aviv University, and he has been a member of the Israeli Institute of Certified Public Accountants since 2001. |
|
|
|
|
Age 49 General |
|
JESSICA WOELFEL |
|
Jessica Woelfel has served as our General Counsel and Chief Compliance Officer since January 25, 2022, and has served as our Corporate Secretary since November 2, 2022. Ms. Woelfel previously served as our Interim General Counsel and Chief Compliance Officer from March 2021 to January 2022, and as Vice President, U.S. Legal for the Company’s business in the United States from January 2019 to March 2021. Ms. Woelfel has more than 20 years of legal experience and, prior to joining the Company, was a partner at McDonald Carano LLP, in Reno, Nevada from 2010 to 2018 and an associate at Sonnenschein, Nath and Rosenthal LLP in San Francisco, California. Ms. Woelfel holds a Bachelor’s degree from the University of California, Berkeley and a J.D. from the University of California, Hastings College of Law. |
|
|
|
|
Age 61 Executive Vice |
|
OFER BEN YOSEF |
|
Ofer Ben Yosef has served as our Executive Vice President—Energy Storage and Business Development since January 1, 2021. From April 2020 until January 2021, Mr. Ben Yosef served as our Executive Vice President— Business Development, Sales and Marketing. From 2008 to 2020, Mr. Ben Yosef served as a Division President at Amdocs Ltd. From 2000 to 2008, Mr. Ben Yosef served at other operational roles at Amdocs Ltd. From 1996 to 2000, Mr. Ben Yosef served as IT manager at AIG Israel. He earned a BA in Earth Science from Bar Ilan University, a BA in Software Development from Tel Aviv University and an MBA from Bar Ilan University. |
|
Age 51 Executive Vice |
|
ARON WILLIS |
|
Aron Willis has served as Executive Vice President, Electricity Segment at Ormat Technologies since June 2025. Prior to joining Ormat, Aron served in significant roles at TransAlta Corporation and Northwest Digital Power, where he managed large-scale operations. At TransAlta, Mr. Willis held several leadership positions, including Executive Vice President of Project Delivery & Construction, Executive Vice President of Growth, and Senior Vice President of Operations & Commercial Management. He also managed TransAlta’s Australian operations for 10 years, comprising approximately 500MW of generating capacity. Mr. Willis holds a Bachelor of Commerce degree with a major in Finance from the University of Calgary. |
36 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
EXECUTIVE SUMMARY
EXECUTIVE SUMMARY
2025 Highlights
During Fiscal 2025, we successfully executed our strategic plan by expanding our portfolio and demonstrating strong operational performance.
Reached a record |
|
|
Strong Focus on EGS Development *SLB - Pilot preparation *Sage - $25M equity investment |
|
|
12.5% |
|
|
~200MW |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2025, the storage segment achieved |
|
|
27% |
|
|
Successful low-carbon portfolio expansion |
|
|
3 OUT OF 5 |
|
|
|
|
|
|
|
|
|
|
Strong Financial Positioning Installed capacity growth (MW)
|
|
Net income attributable
|
|
|
Electricity Revenue ($M) |
|
|
|
|
||
|
|
|
|
Revenue ($M) |
|
Product Revenue ($M) |
|
|
|
|
|
|
Storage Revenue ($M) |
|
|
|
|
||
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 37
I COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
We Pay For Performance
We believe that the Fiscal 2025 compensation of our NEOs appropriately reflects and rewards their significant contributions to the Company’s strong performance during a year that presented unique and unprecedented challenges for our executive team to manage.
Compensation Objectives and Design
The overall objective of our executive compensation program is to offer short-term, medium-term and long-term compensation elements that enable us to attract, motivate and retain talented executives who contribute to our continued success. Equally important to us is to align the interests of our NEOs with those of our stockholders by designing our executive compensation program to “pay for performance” and to incentivize the creation of stockholder value.
We aim to design executive compensation packages that meet competitive compensation averages for NEOs with similar responsibilities at companies with similar financial and operating characteristics in similar locations. In 2025 we worked with a compensation consultant to benchmark executive compensation to formulate our executive compensation packages.
The key features of our executive compensation program are summarized below.
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. |
38 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
EXECUTIVE SUMMARY
Compensation Elements
Our executive compensation program consists of three elements, namely, annual salary, annual bonus and equity awards, with an emphasis on at-risk and/or long-term compensation.
|
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 41 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 |
|
2025 Metrics: • Company Performance Metrics (Revenue, Adjusted EBITDA) • Quantitative individual performance criteria • Qualitative CEO goals
No bonus paid unless net income is positive See pages 42-45 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 (low-carbon capacity targets) TSR Payout capped at 100% if absolute TSR is negative See pages 45-47 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 |
We determine each element individually based on the relevant criteria described in this discussion.
In addition to these main compensation components, our NEOs who are residents of Israel receive, as a function of their salary payments, the standard social benefits (namely, severance pay, defined contribution plan, and disability) paid to all of our employees who are based in Israel. These social benefits are fixed as a percentage of the NEO’s salary and are not subject to discretionary adjustments. NEOs who are residents of the United States participate in a defined contribution plan (401(k) plan) and receive health insurance benefits, in addition to Social Security. We do not cover any tax payments or otherwise “gross-up” any part of the compensation packages of our executive officers regardless of their location.
Views of Our Stockholders
The Compensation Committee is committed to regularly reviewing, assessing and, when appropriate, adjusting the Company’s compensation programs based on feedback from our stockholders, best practices and compensation trends. At our 2025 Annual Meeting of Stockholders, we received substantial support for our executive compensation program, with approximately 86% of the vote (excluding “broker non-votes”) for the approval of our annual “say-on-pay” proposal. We have ongoing discussions with many of our stockholders regarding our executive compensation program, and the Compensation Committee considers these discussions when reviewing our executive compensation program and will continue to consider stockholder feedback and the results of “say-on-pay” votes when making future decisions. The Compensation Committee believes the results of the fiscal 2025 “say-on-pay” vote convey positive stockholder support for its decisions on annual executive compensation and illustrate that the Company’s executive compensation program is aligned with our stated compensation philosophy and objectives and thus determined that significant changes to our executive compensation program were not warranted as a result of the outcome of the 2025 “say-on-pay” vote.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 39
I COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION GOVERNANCE
COMPENSATION GOVERNANCE
Roles and Responsibilities
Role of the Compensation Committee
The Compensation Committee, which consists entirely of independent directors, oversees our executive compensation programs and met throughout Fiscal 2025. The Compensation Committee administers our annual cash bonus and long-term equity incentive plans and reviews performance levels relevant to compensation. It also decides the compensation of all named executive officers other than our CEO, seeks to ensure that all executive compensation is fair and aligned with our compensation policy, and makes recommendations to our Board of Directors with respect to the compensation of the CEO and our compensation practices generally. The CEO recuses himself from all Board discussions and decisions on his own compensation.
The Compensation Committee reviews all information presented and discusses the recommendations with the CEO and with our compensation consultant. In making decisions regarding pay levels and practices for our named executive officers, the Compensation Committee considers a variety of factors, including:
The duties and responsibilities of the Compensation Committee are laid out in its charter, which can be found on our website, and described above under “How our Board is Organized—Board Committees.”
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 2025, the Compensation Committee appointed F.W. Cook & Co. (“F.W. Cook”) as an independent outside compensation consultant. 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 2025 (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 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.
Role of Management
Each year, the CEO provides an assessment of the performance of each named executive officer, other than himself, during the prior year and recommends to the Compensation Committee the compensation to be awarded to each such named executive officer, which is then determined by the Compensation Committee. The CEO’s recommendations are based on numerous factors including:
The CEO also provides a self-assessment of his achievements for the prior year, which the Compensation Committee reviews and considers when making a recommendation for an appropriate level of compensation for the CEO to the Board for approval. The CEO does not participate in any deliberations regarding his own compensation.
Management of Compensation-Related Risk
In 2025, in consultation with our CEO and F.W. Cook, our Compensation Committee assessed our compensation plans, policies and practices for the named executive officers and other employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our Company. This risk assessment included, among other things, a review of our cash and equity incentive compensation plans to ensure that they are aligned with our Company performance goals and overall target total direct compensation to ensure an appropriate balance between fixed and variable pay components. Our Compensation Committee conducts this assessment annually.
Claw-back Policy: We maintain a claw-back policy as required by the rules of 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
40 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
2025 COMPENSATION DETERMINATIONS
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:
2025 COMPENSATION DETERMINATIONS
Annual Salary
Consistent with our objectives with respect to our executive officers, the Compensation Committee provides guidance in setting base salaries for the Company’s executive officers at levels that reflect the Compensation Committee’s interpretation of competitive compensation averages for individuals with similar responsibilities at companies with similar financial, operating and industry characteristics, in similar locations. From time to time, the Compensation Committee will undertake or commission a formal study or survey to benchmark compensation to a particular industry or to particular companies. The members of the Compensation Committee also evaluate executive compensation using their accumulated individual knowledge and industry experience, as well as publicly available compensation information with respect to companies that have a similar market capitalization or similar annual revenues, and that operate under a business structure similar to ours (although not necessarily in the same industry).
In addition, the Compensation Committee takes into consideration the performance of the Company, individual performance of each executive officer, and the individual executive officer’s scope of responsibility in relation to other officers and key executives within the Company. Salaries also reflect
current practices within the specific geographic region and among executives holding similar positions. In addition to these factors, the annual salary for an executive officer depends on a number of more subjective factors, including our evaluation of the executive’s leadership role, professional contribution, experience and sustained performance.
Following publication of the prior fiscal year’s audited financial statements, the CEO recommends to the Compensation Committee whether and the degree to which salary increases should be awarded to any of the executive officers. The CEO and the Compensation Committee will consider factors such as, but not limited to, the net income of the Company during the prior year, the need for a salary adjustment to remain competitive with compensation averages for executives in similar positions, and the individual executive officer’s effectiveness in supporting the Company’s long-term goals. We also consider the contribution to our success of the department of which the executive officer was in charge, as well as our general achievements made within that department and by the executive officer during the prior fiscal year. In 2025, the Compensation Committee increased our NEOs’ base salaries. For Fiscal 2025, the base annual salaries of the NEOs were as follows: for Mr. Blachar, $586,103; for Mr. Ginzburg, $533,000; for Mr. Ben Yosef, $421,000; for Ms. Woelfel, $425,000; and for Mr. Willis, $450,000. The base salaries for Messrs. Blachar, Ginzburg and Ben Yosef are paid in New Israeli Shekels (NIS) and are converted to the applicable exchange rate. Dollar amounts reported for these NEOs in the Summary Compensation Table reflect NIS payments converted at exchange rates in effect at the time of each payroll disbursement, and therefore may differ from the annualized figures stated above.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 41
I COMPENSATION DISCUSSION AND ANALYSIS
2025 COMPENSATION DETERMINATIONS
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.
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 2025 for these NEOs. For Mr. Blachar, as dictated by the Blachar Employment Agreement, the Company Performance Metrics and the Individual Performance Metrics have a collective weight of 75%, and the CEO Goals have a weight of 25%.
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 NEOs other than Mr. Blachar, the Compensation Committee set threshold and maximum bonus opportunities for Fiscal 2025 under the Management Plan at the following percentages of their base salaries: for Mr. Ginzburg, 8.5% and 85%; for Mr. Ben Yosef, 8.5% and 85%; for Ms. Woelfel, 7.5% and 75%; and for Mr. Willis, 10% and 75% based on his prorated salary for the period when he worked at Ormat). 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 2025 at 100%, 100% and approximately 117% (i.e., 100% of base salary, plus 2 months extra of base salary), respectively, of his base salary.
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 compensation of each of Messrs. Blachar, Ginzburg and Ben Yosef is denominated in NIS pursuant to their respective employment agreements with Ormat Systems. As a result, the dollar-denominated bonus amounts reflected in the Grants of Plan-Based Awards table below for each of these NEOs are derived from their respective NIS-denominated monthly salaries in effect during Fiscal 2025, converted to U.S. dollars at the applicable exchange rate. These amounts may differ from the annualized base salary figures presented elsewhere in this Proxy Statement, including in the Summary Compensation Table and the Annual Salary discussion, which may reflect different conversion dates, averaging conventions or the timing of actual payroll disbursements. For Mr. Blachar, this conversion difference accounts for the variance between his stated base salary and the target bonus opportunity shown in the Grants of Plan-Based Awards table. For more information on threshold, target and maximum bonus opportunities, see “Executive Compensation Tables—Grants of Plan-Based Awards in 2025.”
42 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
2025 COMPENSATION DETERMINATIONS
The chart below indicates the rationale and provides detail for the Company Performance Metric, the Individual Performance Metrics and the CEO Goals, and the weighting of each component for the CEO and other NEOs for Fiscal 2025.
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Weighting |
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Category |
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Rationale |
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Components |
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CEO |
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Other NEOs |
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Company Performance Metrics |
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Financial metrics, based against targets set by the Board, that support commitment to provide solid returns to our shareholders and support our dividend and common to all NEOs |
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Revenue |
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All NEOs |
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Adjusted EBITDA(1) |
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All NEOs |
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Individual Performance Metrics |
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Other quantitative financial and operational metrics that focus on our core business drivers and growth targets, including those Company Financial Metrics specific to each NEO. |
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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 |
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EVP Electricity CFO, GC & EVP Storage and BD
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CEO Goals |
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Qualitative metrics that encourage the efficient management of the Company and its culture |
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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 |
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EVP Electricity
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Others
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 43
I COMPENSATION DISCUSSION AND ANALYSIS
2025 COMPENSATION DETERMINATIONS
The chart below indicates the actual achievements under each element of the Management Plan for each NEO in Fiscal 2025, based on our Company’s and the NEOs’ individual performance as described in more depth following the chart
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Company Performance Metrics |
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Individual |
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NEO |
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Revenue |
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Adjusted EBITDA |
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Metrics |
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CEO Goals |
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Doron Blachar, Chief Executive Officer |
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103% |
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100% |
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89% |
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100% |
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Assaf Ginzburg, Chief Financial Officer |
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100% |
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80% |
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91% |
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100% |
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Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary |
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100% |
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80% |
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100% |
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100% |
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Ofer Ben Yosef, Executive Vice President, Energy Storage and Business Development |
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100% |
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80% |
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86% |
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75% |
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Aron Willis, Executive Vice President, Electricity Segment |
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100% |
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80% |
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25% |
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75% |
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Company Performance Metrics Results
For the Company Performance Metrics applicable to all NEOs, the Compensation Committee considered the following financial results for Fiscal 2025:
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Company Performance Metric |
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Target |
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Actual |
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Revenue |
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$959 million |
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$990 million |
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Adjusted EBITDA |
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$582 million |
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$582 million |
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Assessment of Individual and CEO Goals
In assessing the level of achievement on the Individual Performance Goals and the CEO Goals under the Management Plan for Fiscal 2025, the Compensation Committee reviewed a number of factors. For Mr. Blachar, whose targets within the Individual Performance Goals included revenue of $959 million, Adjusted EBITDA of $582 million, income before income taxes and equity earnings of investees of $109 million, and net income of $127 million, the Compensation Committee considered actual revenue of $990 million, actual Adjusted EBITDA of $582 million, actual adjusted income before income taxes and equity in earnings of investees of $106 million, and actual net income of $127 million. For the other NEOs, the Compensation Committee considered, among other things, net income, individual segment revenue and gross margin, and electricity generation results as compared to the targets. With respect to the CEO Goals, the Compensation Committee determined that he should receive 100% of the qualitative CEO Goals component of his bonus in light of the Company’s achievements with respect to, among other things:
44 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
2025 COMPENSATION DETERMINATIONS
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. All financial metrics for Mr. Willis, who joined in June 2025, reflect prorated numbers.
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NEO |
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% of Award |
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Bonus Payout |
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Doron Blachar, Chief Executive Officer |
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97% |
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$816,000 |
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Assaf Ginzburg, Chief Financial Officer |
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92% |
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$413,000 |
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Jessica Woelfel, General Counsel, Chief Compliance Officer, and Corporate Secretary |
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95% |
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$303,000 |
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Ofer Ben Yosef, Executive Vice President, Energy Storage and Business Development |
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85% |
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$302,000 |
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Aron Willis, Executive Vice President, Electricity Segment |
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74% |
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$136,000 |
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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”).
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. |
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60% (PSUs) • 50% based on the Company's achievement of three-year relative total stockholder return ("relative TSR") • 50% based on the Company's achievement of MW capacity targets over a three-year period |
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40% (RSUs) • A long term compensation element designed to retain talent and encourage performance
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 45
I COMPENSATION DISCUSSION AND ANALYSIS
2025 COMPENSATION DETERMINATIONS
During 2025, our NEOs received equity incentive compensation weighted towards performance-based awards, with a target allocation mix of 60% PSUs and 40% RSUs. As has been the case for PSUs granted annually since 2023, the PSUs in Fiscal 2025 are calculated based on percentage of total grant date fair value for all grants (assuming a payout at the probable outcome level for PSUs). The performance metrics for the PSUs are based 50% on targeted TSR performance relative to the S&P 500, and 50% on targeted capacity growth based on Megawatts (“MW”). The Fiscal 2025 PSU awards vest over three years, with one-third vesting on each anniversary of the grant date. For clarity of presentation, this Proxy Statement treats the PSUs granted in Fiscal 2025 (as well as the PSUs granted in the fiscal years ended December 31, 2024 and 2023) as two separate annual grants: one tied to TSR performance relative the S&P 500 ("TSR PSUs"), and one tied to MW growth ("MW PSUs"). However, in practice, all PSUs for a given year are granted at the same time as a single grant. At the end of the applicable three-year performance period, the results under each performance metric are calculated separately and then added together to determine the total PSU payout. 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. The Fiscal 2025 RSU awards vest over three years, with one-third vesting on each anniversary of the grant date.
TSR PSUs 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:
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Three-year relative TSR |
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PSUs earned* |
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75th percentile and above |
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150% (maximum) |
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50th percentile |
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100% (target) |
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25th percentile |
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50% (threshold) |
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Below 25th percentile |
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0% |
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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.
MW PSUs 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.
For Fiscal 2025, the Compensation Committee made the following grants to the NEOs, reflecting a 60% PSU/40% RSU split:
|
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RSUs |
PSUs |
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|
Underlying Shares |
Grant Date Fair Value |
Underlying Shares(2) |
Grant Date Fair Value(3) |
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Doron Blachar |
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11,613 |
$800,000 |
16,509 (7,738 TSR/8,771 MW) |
$1,200,000 |
Assaf Ginzburg |
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5,807 |
$400,000 |
8,254 (3,869 TSR/4,385 MW) |
$600,000 |
Jessica Woelfel(1) |
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3,048 |
$210,000 |
4,333 (2,031 TSR/2,302 MW) |
$315,000 |
Ofer Ben Yosef |
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3,484 |
$240,000 |
4,952 (2,321 TSR/2,631 MW) |
$360,000 |
46 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
2023 PERFORMANCE STOCK UNITS PROGRAM RESULT
Mr. Willis also received 5,434 RSUs, with a grant date fair value of $450,000, but because he joined mid-year, he did not receive any PSUs for Fiscal 2025. Mr. Willis is expected to participate in the annual PSU grant program beginning in Fiscal 2026.
2023 PERFORMANCE STOCK UNITS PROGRAM RESULT
In March 2026, the Compensation Committee determined the payout for PSUs granted in 2023 to then-serving NEOs, which included both TSR PSUs and MW PSUs. The final payouts were based on the Company’s achievement of performance relative to such TSR PSUs and MW PSUs in the performance period between 2023 and 2026. The TSR PSUs were earned at 75% of target based on the Company’s achievement of three-year relative TSR in the 45th percentile, compared to companies in the S&P 500 index. The MW PSUs were earned at 200% of target based on the Company’s achievement of three-year MW capacity growth of 740 MW. This resulted in the following total payouts of PSUs granted in 2023:
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2023 Target |
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2023 Earned |
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Doron Blachar |
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13,579 |
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18,667 |
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Assaf Ginzburg |
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6,413 |
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8,816 |
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Jessica Woelfel |
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3,395 |
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4,668 |
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Ofer Ben Yosef |
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3,772 |
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5,185 |
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ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 47
I COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION ELEMENTS
OTHER COMPENSATION ELEMENTS
We generally provide to our CEO and other executive officers the same benefits that we provide to all employees, including certain retirement benefits, health and welfare benefits, and other benefits. In addition, our executive officers are provided with certain additional benefits that are intended to be competitive with the practices of similar companies in our industry and the regions in which we operate. Benefit plans and perquisites are intended to supplement cash compensation and often involve non-monetary rewards, coverage of certain business-related expenses, insurance, pension and savings plans and other deferred monetary savings. These benefits and perquisites may vary depending on geographic location and other circumstances. Global, regional and local units may develop their own benefit plans and procedures, consistent with our principles and guidelines and subject to any required Company approvals. Benefits and perquisites may include, in addition to benefits that are mandated by applicable law and/or generally provided to other employees (including related costs and expenses): car, transportation and accommodations; telecommunication devices; media and computer equipment and expenses; medical insurance; travel and relocation (including family-related expenses, such as tuition and commuting); and life and medical insurance and benefits (including for executive officers’ families). Each of our named executive officers, other than Ms. Woelfel and Mr. Willis, is also party to an employment agreement with Ormat Systems, one of the Company’s subsidiaries organized in Israel, that sets forth their respective terms of employment, which terms are generally applicable to all of Ormat Systems’ employees under Israeli law, covering matters such as vacation, health and other benefits. For more information, see, in “Executive Compensation Tables.”
Retirement and Other Local Benefits
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.”
The United States
In the United States we provide various defined contribution plans for the benefit of our U.S.-based executive officers, including a 401(k) plan with a Company match. Under these plans, contributions are based on specified percentages of pay.
Details regarding benefits and perquisites specific to each NEO can be found in the footnotes to the “All Other Compensation” column in the “Summary Compensation Table” in “Executive Compensation Tables”.
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 2025, the Compensation Committee did not grant any discretionary bonuses to NEOs.
48 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
COMPENSATION DISCUSSION AND ANALYSIS I
FISCAL 2026 COMPENSATION
FISCAL 2026 COMPENSATION
In the first quarter of Fiscal 2026, 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.
Based on market data, job performance and each NEO's responsibilities for Fiscal 2026, the Compensation Committee increased the NEOs' base salaries for Fiscal 2026 between 3.5% and 12% compared to Fiscal 2025, set the Fiscal 2026 target bonus for Mr. Blachar to be at 100% of his base salary and set the Fiscal 2026 target bonuses for the other NEOs in amounts ranging between 75% and 83% of their base salaries and increased the value of equity awards granted to our NEOs for Fiscal 2026 under the 2018 ICP in amounts ranging from 10% to 44% compared to Fiscal 2025. Our NEOs equity incentive compensation mix was also reviewed and adjusted to a target allocation mix of 50% PSUs and 50% RSUs.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” with management and based on the review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement relating to our 2026 Annual Meeting of Stockholders.
Submitted by the members of the Compensation Committee of the Company’s Board.
Dafna Sharir, Chair
Michal Marom
Stanley B. Stern
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 49
EXECUTIVE COMPENSATION TABLES
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, 2025:
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Name and |
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Year |
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Salary |
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Stock |
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Non-Equity |
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All Other |
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Total |
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|
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|
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Doron Blachar |
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2025 |
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641,062 |
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|
2,000,000 |
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|
816,000 |
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160,943(4) |
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3,618,005 |
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Chief Executive Officer |
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2024 |
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542,688 |
|
|
2,500,000 |
|
|
608,000 |
|
169,494 |
|
3,820,182 |
|
|
|
2023 |
|
528,300 |
|
|
1,800,000 |
|
|
594,000 |
|
136,276 |
|
3,058,576 |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Assaf Ginzburg |
|
2025 |
|
468,889 |
|
|
1,000,000 |
|
|
413,000 |
|
100,893(5) |
|
1,982,782 |
|
Chief Financial Officer |
|
2024 |
|
407,723 |
|
|
950,000 |
|
|
342,000 |
|
90,785 |
|
1,790,508 |
|
|
|
2023 |
|
393,940 |
|
|
850,000 |
|
|
274,000 |
|
85,499 |
|
1,603,439 |
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Jessica Woelfel |
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2025 |
|
382,462 |
|
|
593,867 |
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|
303,000 |
|
15,250(6) |
|
1,294,579 |
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General Counsel, Chief |
|
2024 |
|
360,165 |
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|
525,000 |
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|
260,000 |
|
15,250 |
|
1,160,415 |
|
Compliance Officer and Corporate Secretary |
|
2023 |
|
333,231 |
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|
450,000 |
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|
220,000 |
|
14,954 |
|
1,018,185 |
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Ofer Ben Yosef |
|
2025 |
|
379,526 |
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|
600,000 |
|
|
302,000 |
|
90,926(7) |
|
1,390,452 |
|
Executive Vice President, |
|
2024 |
|
332,272 |
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|
600,000 |
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|
252,000 |
|
80,412 |
|
1,264,684 |
|
Energy Storage and Business Development |
|
2023 |
|
318,111 |
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|
500,000 |
|
|
165,000 |
|
77,260 |
|
1,060,371 |
|
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Aron Willis |
|
2025 |
|
221,539 |
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|
450,000 |
|
|
136,000 |
|
6,577 (8) |
|
814,116 |
|
Executive Vice President, |
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Electricity Segment |
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50 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
EXECUTIVE COMPENSATION TABLES I
GRANTS OF PLAN‑BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025
The following table sets forth grants of plan-based awards to each NEO during the year ended December 31, 2025:
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||||||||
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Estimated Future Payouts |
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Estimated |
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All Other |
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All Other |
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Exercise |
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Grant |
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Name |
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Grant |
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Type of |
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Threshold |
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Target |
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Maximum |
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Threshold |
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Target |
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Maximum |
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or Units |
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Options |
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Awards |
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Option |
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Doron Blachar |
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|
Annual Cash Bonus: Management Plan |
|
721,000 |
|
721,000 |
|
841,000 |
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3/1/25(3) |
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PSUs |
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3,869 |
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7,738 |
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11,607 |
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$600,000 |
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3/1/25(4) |
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PSUs |
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4,385 |
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8,771 |
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17,542 |
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$600,000 |
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3/1/25(5) |
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RSUs |
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11,613 |
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$800,000 |
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Assaf Ginzburg |
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Annual Cash Bonus: Management Plan |
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45,103 |
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— |
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451,403 |
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3/1/25(3) |
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PSUs |
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|
1,934 |
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3,869 |
|
5,803 |
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|
$300,000 |
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3/1/25(4) |
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PSUs |
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|
2,193 |
|
4,385 |
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6,578 |
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|
$300,000 |
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3/1/25(5) |
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RSUs |
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|
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|
|
|
|
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|
5,807 |
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|
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|
$400,000 |
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Jessica Woelfel |
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|
Annual Cash Bonus: Management Plan |
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31,875 |
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— |
|
318,750 |
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|
3/1/25(3) |
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PSUs |
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|
|
|
|
|
|
1,016 |
|
2,031 |
|
2,547 |
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|
$157,500 |
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3/1/25(4) |
|
PSUs |
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|
|
1,151 |
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2,302 |
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3,388 |
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|
$157,500 |
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|
3/1/25(5) |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,048 |
|
|
|
|
|
$278,867 |
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|
|
Ofer Ben Yosef |
|
|
|
Annual Cash Bonus: Management Plan |
|
35,680 |
|
— |
|
356,800 |
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|
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|
|
|
|
|
|
|
|
3/1/25(3) |
|
PSUs |
|
|
|
|
|
|
|
1,162 |
|
2,321 |
|
3,481 |
|
|
|
|
|
|
|
$180,000 |
|
|
|
|
|
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|
|
|
|
|
|
|
|
3/1/25(4) |
|
PSUs |
|
|
|
|
|
|
|
1,316 |
|
2,631 |
|
3,947 |
|
|
|
|
|
|
|
$180,000 |
|
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|
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|
|
|
|
3/1/25(5) |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,484 |
|
|
|
|
|
$240,000 |
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|
|
Aron Willis |
|
|
|
Annual Cash Bonus: Management Plan |
|
22,500 |
|
— |
|
168,750 |
|
|
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|
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|
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|
|
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|
|
6/30/25 (5) |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,434 (6) |
|
|
|
|
|
$450,000 |
|
|
|
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|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 51
I EXECUTIVE COMPENSATION TABLES
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS
The following are descriptions of the material terms of the employment agreements of our NEOs, as well as other factors that may help with an understanding of the data disclosed in the Summary Compensation Table and under the heading “Grants of Plan-Based Awards” above.
General
Each of Mr. Blachar, our CEO, Mr. Ginzburg, our CFO, and Mr. Ben Yosef, our Executive Vice President, Business Development and Sales, is employed by Ormat Systems, one of the Company’s subsidiaries that is organized in Israel. Ms. Woelfel, our General Counsel, CCO, and Corporate Secretary, and Mr. Willis, our Executive Vice President, Electricity Segment, is employed by Ormat Technologies.
Each of Mr. Blachar, Mr. Ginzburg, Mr. Ben Yosef, Ms. Woelfel, and Mr. Willis is party to an employment agreement with their employer that sets forth their respective terms of employment, which terms are generally applicable to all employees under local law, covering matters such as vacation, health, and other benefits.
Doron Blachar
In connection with Mr. Blachar’s appointment as CEO, Mr. Blachar entered into an amended and restated employment agreement with the Company and Ormat Systems, dated July 2, 2020 (the “Blachar Employment Agreement”). Pursuant to the Blachar Employment Agreement, Mr. Blachar is entitled to receive an initial gross monthly salary of NIS 135,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index in Israel. He is eligible to receive an annual cash bonus in a target amount equal to 12 monthly salaries, based on criteria established by the Company, and to receive grants of future equity awards, subject to the terms and conditions of the equity incentive plan and the award agreement. The Blachar Employment Agreement also covers matters such as the Company’s management insurance plan or pension fund (to which Ormat Systems is to contribute a percentage of Mr. Blachar’s salary), contributions by the Company to an education fund and use of a Company-leased car.
In the event that within two months prior to, or 12 months following, the occurrence of a “Change of Control” (as defined in the Blachar Employment Agreement), Mr. Blachar’s employment is terminated by the Company other than for “Cause” or he resigns for “Good Reason” (each as defined in the Blachar Employment Agreement), all of his outstanding RSUs and PSUs will immediately vest, with performance-based equity awards vesting based on target level of performance.
Under the Blachar Employment Agreement, either party may terminate the employment relationship upon six months’ prior written notice or, in the event of a termination for Cause, immediately. In the event Mr. Blachar’s employment is terminated by the Company without Cause, or he resigns within two months before, or 12 months following, the consummation of a Change of Control, Mr. Blachar will be entitled to an extension of his notice period from six months to 12 months. The Company may determine not to take advantage of the full notice period and may terminate Mr. Blachar’s employment at any time during such notice period. In the event of such termination, the Company will pay to Mr. Blachar his salary and other related benefits due to him during the notice period. In the event of a termination of employment other than a termination for Cause occurring prior to July 1, 2022, the Company will pay Mr. Blachar an amount equal to six times his monthly salary. In addition, in the event of a termination of Mr. Blachar’s employment other than for “Cause,” he is eligible to receive (i) an amount equal to the difference between (x) the product of his last month’s salary by the term of his employment and (y) the sums accumulated under his pension and/or management insurance on account of his severance pay, including any profits and differentials, and (ii) a pro-rata portion of his annual cash bonus based on the number of months he was actually employed at the Company in such fiscal year. The Blachar Employment Agreement provides that the post-employment restrictive covenants set forth in his initial employment agreement with the Company, dated January 6, 2013, will continue to remain in effect (“Prior Employment Agreement”). Under his Prior Employment Agreement, Mr. Blachar is subject to certain non-competition and non-solicitation provisions for a period of 12 months following his termination of employment.
Assaf Ginzburg
In connection with his appointment as CFO, Mr. Ginzburg entered into an employment agreement with Ormat Systems, dated May 10, 2020 (the “Ginzburg Employment Agreement”). Pursuant to the Ginzburg Employment Agreement, Mr. Ginzburg is entitled to receive an initial gross monthly salary of NIS 95,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index in Israel, and is eligible for an annual bonus based on criteria to be established by Ormat Systems and, subject to Board approval, to participate in the Company’s equity incentive plan. The Ginzburg Employment Agreement sets forth other terms of employment, which terms are generally applicable to all of Ormat Systems’ employees, covering matters such as vacation, health and other benefits, including subject to Mr. Ginzburg’s election, coverage by Ormat Systems’ management insurance plan or pension fund, to which Ormat Systems will contribute a percentage of Mr. Ginzburg’s salary, contributions by Ormat Systems to an education fund and use of a Company-leased car.
In addition, under the Ginzburg Employment Agreement, either party may terminate the employment relationship upon four months’ prior written notice or, in the event of termination for “Cause” (as defined in the Ginzburg Employment Agreement), immediately. Ormat Systems may determine not to take advantage of the full notice period and may terminate Mr. Ginzburg’s employment at any time during such notice period. In the event of such termination, Ormat Systems will pay to Mr. Ginzburg his salary and other related benefits due to him during the notice period. In addition, in the event of a termination of employment not for Cause, Mr. Ginzburg will be eligible to receive a pro-rata portion of his annual bonus for the year of termination.
52 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
EXECUTIVE COMPENSATION TABLES I
EMPLOYMENT AGREEMENTS
The Ginzburg Employment Agreement contains non-competition and non-solicitation provisions that are designed to restrict Mr. Ginzburg from the following activities for a period of 12 months following his termination of employment: (i) holding an interest (other than a minority interest in a public company) in a competitive business; (ii) engaging in activities competitive with the business; (iii) soliciting any employee of the Subsidiary and its affiliates; and (iv) soliciting any customers (the “Restrictive Covenants”).
Ofer Ben Yosef
Mr. Ben Yosef entered into an employment agreement with Ormat Systems in April 2020 (the “Ben Yosef Employment Agreement”), pursuant to which Mr. Ben Yosef is entitled to receive an initial gross monthly salary of NIS 85,000, subject to periodic increases by the Compensation Committee, which salary is linked to changes in the cost of living index, and is eligible for an annual bonus based on criteria to be established by Ormat Systems and, subject to Board approval, to participate in the Company’s equity incentive plan. The Ben Yosef Employment Agreement sets forth other terms of employment, which terms are generally applicable to all of Ormat Systems’ employees, covering matters such as vacation, health, and other benefits, including subject to Mr. Ben Yosef’s election, coverage by Ormat Systems’ management insurance plan or pension fund, to which Ormat Systems is to contribute a percentage of Mr. Ben Yosef’s salary, contributions by Ormat Systems to an education fund and use of a Company-leased car.
In addition, under the Ben Yosef Employment Agreement, either party may terminate the employment relationship upon four months’ prior written notice or, in the event of termination for “Cause” (as defined in the Ben Yosef Employment Agreement), immediately. Ormat Systems may determine not to take advantage of the full notice period and may terminate Mr. Ben Yosef’s employment at any time during such notice period. In the event of such termination, Ormat Systems will pay to Mr. Ben Yosef his salary and other related benefits due to him during the notice period. The Ben Yosef Employment Agreement contains the Restrictive Covenants.
Jessica Woelfel
Ms. Woelfel entered into an employment agreement with the Company on February 1, 2023, pursuant to which Ms. Woelfel would be entitled to receive, in the event the Company terminates her employment without “Cause” (as defined in her employment agreement) and subject to the execution of a release and compliance with her restrictive covenants, four months of continued base salary, any earned but unpaid annual bonus, a prorated target annual bonus for the year of termination and eligibility for reimbursements of COBRA premiums for four months. Ms. Woelfel’s employment agreement includes 12 month post-termination non-competition and employee and customer non-solicit restrictions, as well as perpetual confidentiality and non-disparagement provisions.
Aron Willis
Mr. Willis entered into an employment agreement with the Company on June 4, 2025, pursuant to which Mr. Willis would be entitled to receive, in the event the Company terminates his employment without “Cause” (as defined in his employment agreement) and subject to the execution of a release and compliance with his restrictive covenants, between four and eighteen months of continued base salary, dependent on the date of termination, any earned but unpaid annual bonus, a prorated target annual bonus for the year of termination and eligibility for reimbursements of COBRA premiums for four months. Mr. Willis's employment agreement includes 12 month post-termination non-competition and employee and customer non-solicit restrictions, as well as perpetual confidentiality and non-disparagement provisions.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 53
I EXECUTIVE COMPENSATION TABLES
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, 2025:
|
|
|
|
Option Awards |
|
Stock Awards |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Grant |
|
Number of |
|
|
Number of |
|
|
Option |
|
Option |
|
Number |
|
|
Market |
|
Equity |
|
|
Equity |
Doron Blachar |
|
March 1, 2022 |
|
7,428 |
|
|
2,475 |
(2) |
|
71.15 |
|
March 1, 2028 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
805 |
(3) |
|
88,928 |
|
— |
|
|
— |
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
1,250 |
(4) |
|
138,088 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
4,505 |
(5) |
|
497,667 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
6,793 |
(6) |
|
750,422 |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
6,786 |
(7) |
|
749,649 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
10,279 |
(8) |
|
1,135,521 |
|
— |
|
|
— |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
11,798 |
(9) |
|
1,303,325 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
11,649 |
(10) |
|
1,286,865 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
11,613 |
|
|
1,282,888 |
|
— |
|
|
— |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
7,738 |
(11) |
|
854,816 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
8,771 |
(12) |
|
968,932 |
Assaf Ginzburg |
|
March 1, 2022 |
|
4,877 |
(1) |
|
1,625 |
(2) |
|
71.15 |
|
March 1, 2028 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
447 |
(3) |
|
49,380 |
|
— |
|
|
— |
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
694 |
(4) |
|
76,666 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
2,128 |
(5) |
|
235,080 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
3,208 |
(6) |
|
354,388 |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
3,205 |
(7) |
|
354,056 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
3,906 |
(8) |
|
431,495 |
|
— |
|
|
— |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
4,483 |
(9) |
|
495,237 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
4,427 |
(10) |
|
489,051 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
5,807 |
|
|
641,499 |
|
— |
|
|
— |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
3,869 |
(11) |
|
427,408 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
4,385 |
(12) |
|
484,410 |
Jessica Woelfel |
|
March 1, 2022 |
|
— |
|
|
962 |
(2) |
|
71.15 |
|
March 1, 2028 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
486 |
(4) |
|
53,688 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
1,126 |
(5) |
|
124,389 |
|
— |
|
|
— |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
1,689 |
(6) |
|
187,578 |
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
1,697 |
(7) |
|
187,467 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
2,158 |
(8) |
|
238,394 |
|
— |
|
|
— |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,478 |
(9) |
|
273,745 |
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,446 |
(10) |
|
157,425 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
4,048 |
(8) |
|
451,160 |
|
— |
|
|
— |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,031 |
(11) |
|
224,365 |
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,302 |
(12) |
|
254,302 |
54 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
EXECUTIVE COMPENSATION TABLES I
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
|
|
|
Option Awards |
|
Stock Awards |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Grant |
|
Number of |
|
|
Number of |
|
|
Option |
|
Option |
|
Number |
|
|
Market |
|
Equity |
|
|
Equity |
|
Ofer Ben Yosef |
|
March 1, 2022 |
|
— |
|
|
1,101 |
(2) |
|
71.15 |
|
March 1, 2028 |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
358 |
(3) |
|
39,548 |
|
— |
|
|
— |
|
|
|
March 1, 2022 |
|
— |
|
|
— |
|
|
— |
|
— |
|
555 |
(4) |
|
61,311 |
|
|
|
|
|
|
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
1,252 |
(5) |
|
138,308 |
|
— |
|
|
— |
|
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
1,887 |
(6) |
|
208,457 |
|
|
|
March 21, 2023 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
1,885 |
(7) |
|
208,236 |
|
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
2,466 |
(8) |
|
272,419 |
|
— |
|
|
— |
|
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,832 |
(9) |
|
312,851 |
|
|
|
March 1, 2024 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,796 |
(10) |
|
308,874 |
|
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
3,484 |
|
|
384,877 |
|
|
|
|
|
|
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,321 |
(11) |
|
256,401 |
|
|
|
March 1, 2025 |
|
— |
|
|
— |
|
|
— |
|
— |
|
— |
|
|
— |
|
2,631 |
(12) |
|
290,647 |
|
Aron Willis |
|
June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
5,434 |
(8) |
|
600,294 |
|
|
|
|
|
|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 55
I EXECUTIVE COMPENSATION TABLES
NON-QUALIFIED DEFERRED COMPENSATION
OPTION EXERCISES AND STOCK VESTED IN 2025
The following table provides information regarding the exercise of SARs and vesting of RSUs held by our NEOs during the year ended December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Number of Shares |
|
Value Realized |
|
Number of Shares |
|
Value Realized on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doron Blachar |
|
45,365 |
|
1,420,378 |
|
12,678 |
|
887,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assaf Ginzburg |
|
25,524 |
|
673,068 |
|
6,624 |
|
463,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jessica Woelfel |
|
19,290 |
|
487,427 |
|
3,698 |
|
294,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ofer Ben Yosef |
|
24,571 |
|
1,137,210 |
|
4,209 |
|
258,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aron Willis |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
PENSION PLANS
We did not maintain a pension plan requiring disclosure under SEC rules for any of our NEOs in Fiscal 2025.
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 2025.
56 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
EXECUTIVE COMPENSATION TABLES I
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
For 2025, our named executive officers were entitled to certain benefits upon a termination and/or change in control. For a discussion of the treatment of termination upon death or disability, termination with Cause (defined in the applicable underlying documents) and voluntary termination, which are governed by the NEOs' employment agreements and equity award agreements and the Company's Management Plan, see "Executive Compensation Tables - Employment Agreements."
The Company maintains a Change in Control Severance Plan (the "Severance Plan") that governs terminations in connection with a change in control. Pursuant to the Severance Plan, in the event that certain management employees’, including the NEOs (the “Eligible Participants”), employment is terminated by the Company without Cause or an Eligible Participant resigns for Good Reason, in each case, within three months prior to and 24 months following a Change in Control, other than due to death or Disability (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 severance benefits discussed in this section 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. Mr. Blachar is designated as Tier 1 and all of our other NEOs are designated as Tier 2, and each have elected to participate in the Severance Plan.
You should refer to the Severance Plan, filed as an exhibit to the Company’s Annual Report on Form 10-K for Fiscal 2025, for the actual definitions.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 57
I EXECUTIVE COMPENSATION TABLES
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Required Tabular Disclosure for Potential Payments as of December 31, 2025
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, 2025.
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, 2025, when the closing price of our Common Stock was $110.47 per share as of December 31, 2025. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Name and |
|
Death or |
|
|
Termination of |
|
|
Voluntary |
|
|
Termination |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Doron Blachar |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accelerated vesting of equity awards |
|
|
9,201,267 |
|
|
|
— |
|
|
|
— |
|
|
|
9,201,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Payments |
|
|
816,000 |
|
|
|
1,109,052 |
|
|
|
816,000 |
|
|
|
3,620,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assaf Ginzburg |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accelerated vesting of equity awards |
|
|
4,038,673 |
|
|
|
— |
|
|
|
— |
|
|
|
4,038,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Payments |
|
|
413,000 |
|
|
|
590,667 |
|
|
|
413,000 |
|
|
|
1,832,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Jessica Woelfel |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accelerated vesting of equity awards |
|
|
2,261,321 |
|
|
|
— |
|
|
|
— |
|
|
|
2,261,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Payments |
|
|
303,000 |
|
|
|
464,077 |
|
|
|
303,000 |
|
|
|
1,482,347 |
|
|
|
|
|
|
|
|
|
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|
|
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|
|
||||
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|
||||
Ofer Ben Yosef |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accelerated vesting of equity awards |
|
|
2,481,929 |
|
|
|
— |
|
|
|
— |
|
|
|
2,481,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Payments |
|
|
302,000 |
|
|
|
442,333 |
|
|
|
302,000 |
|
|
|
1,386,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
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|
|
|
||||
Aron Willis |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accelerated vesting of equity awards |
|
|
600,404 |
|
|
|
— |
|
|
|
— |
|
|
|
600,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash Payments |
|
|
136,000 |
|
|
|
155,410 |
|
|
|
136,000 |
|
|
|
1,102,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
58 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PAY RATIO
CEO PAY RATIO
Our CEO, Doron Blachar, had Fiscal 2025 total compensation of $3,618,005 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, 2025 was $118,418. For purposes of this calculation, our global employee population consisted of 769 U.S. and 804 non-U.S. employees on December 31, 2025. As a result, Mr. Blachar’s annual total compensation was approximately 31 times that of the median annual total compensation of all employees.
IDENTIFYING THE MEDIAN EMPLOYEE
We identified the median employee using compensation information derived from our payroll records. Our methodology in calculating the annual total compensation for regular employees (other than our CEO) included salary, social benefits, health insurance and cash bonus. Accordingly, the calculation included the following compensation components in the following jurisdictions: (a) in the United States, annual total compensation included salary, health insurance (employer’s portion) and 401(k) plan (employer’s portion); (b) in Israel, annual total compensation included salary, bonus (including discretionary bonus) and social benefits; and (c) in jurisdictions where we have employees other than in the United States and Israel, annual total compensation included salary, bonus and social benefits. Equity awards that were exercised or that vested during 2025 were included in the calculation of annual total compensation, as shown in our payroll and human resource records for 2025.
In identifying the median employee and determining total compensation or any elements of total compensation, we did not make any cost-of-living adjustments or any other material assumptions, adjustments or estimates, except as otherwise disclosed herein.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 59
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.
PAY VERSUS PERFORMANCE TABLE
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Value of Initial Fixed $100 |
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Year(1) |
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Summary |
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Compensation |
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Average |
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Average |
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Total |
|
Peer Group |
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Net |
|
Adjusted |
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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(i) |
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2025 |
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||||||||
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2024 |
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||||||||
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2023 |
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2022 |
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||||||||
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2021 |
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||||||||
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• 2025: Assaf Ginzburg, Ofer Ben Yosef, Jessica Woelfel, and Aron Willis.
• 2024: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel.
• 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.
60 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PAY VERSUS PERFORMANCE I
PAY VERSUS PERFORMANCE TABLE
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|
|||||||||||
|
|
2025 |
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2024 |
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2023 |
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2022 |
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2021 |
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|
|
PEO |
|
Average |
|
PEO |
|
Average |
|
PEO |
|
Average |
|
PEO |
|
Average |
|
|
PEO |
|
Average |
|
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|
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|
|
Summary Compensation Table Total |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
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|
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|
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|
|
Less Fair Value of Stock Awards and Option Awards Reported in SCT for the Covered Year |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
|
( |
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||
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|
|
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|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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|
|
|
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 |
|
|
|
( |
|
( |
|
( |
|
( |
|
|
|
|
( |
|
( |
||||
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|
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|
|
|
|
|
|
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Year |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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|
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|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
( |
|
( |
|
( |
|
( |
|
|
( |
|
|
( |
|
( |
|||
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
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|
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|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 61
I PAY VERSUS PERFORMANCE
RELATIONSHIP BETWEEN CAP AND CERTAIN FINANCIAL MEASURES
TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link NEO compensation to Company performance. Each performance metric below is used for purposes of determining payouts under either our Management Plan or vesting of our PSUs. Please see “Compensation Discussion and Analysis” for a further description of these performance metrics (including, in the case of Adjusted EBITDA, how it is calculated) and how they are used in our executive compensation program. As noted above, we do not in practice use any performance measures to link “compensation actually paid” (as calculated herein) to Company performance. However, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation, as more fully described in “Compensation Discussion and Analysis.”
Most Important Financial Performance Measures |
RELATIONSHIP BETWEEN CAP AND CERTAIN FINANCIAL MEASURES
Relationship between CAP and GAAP Net Income
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the Other NEOs and (ii) our GAAP Net Income for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and GAAP Net Income
62 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PAY VERSUS PERFORMANCE I
RELATIONSHIP BETWEEN CAP AND CERTAIN FINANCIAL MEASURES
Relationship Between CAP and Adjusted EBITDA (our Company-Selected Measure)
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the Other NEOs and (ii) our Adjusted EBITDA for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and Adjusted EBITDA
Relationship Between CAP and TSR
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the other NEOs, (ii) our TSR, and (iii) our Peer Group TSR for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and TSR
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 63
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ratification of the appointment of PwC as our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of our shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will count as votes “against” and “broker non-votes” will have no effect on the outcome of this proposal.
|
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMAN, A MEMBER FIRM OF PRICEWATERHOUSECOOPERS INTERNATIONAL LIMITED, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has selected Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”), to serve as our independent registered public accounting firm for 2026.
Stockholder approval is not required to appoint PwC as the independent registered public accounting firm for 2026. Our Board believes, however, that submitting the appointment of PwC to the stockholders for ratification is a matter of good corporate governance. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in the best interests of the Company and our stockholders.
As part of the evaluation of its independent registered public accounting firm, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. In addition, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead audit partner, the Audit Committee and the Audit Committee Chair are directly involved in the selection of PwC’s lead audit partner. PwC has served as the Company’s independent registered public accounting firm since 2018. The Audit Committee and the Board of Directors believe that the continued retention of PwC to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders.
We expect that a representative from PwC will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
AUDIT AND NON-AUDIT FEES
The following tables set forth the aggregate fees billed to us for Fiscal 2025 and Fiscal 2024 by PwC member firms:
|
|
|
|
|
|
|
|
2025 ($) |
|
2024 ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees(1) |
|
3,966,308 |
|
3,720,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees(2) |
|
53,000 |
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees(3) |
|
492,298 |
|
894,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
4,511,606 |
|
4,695,654 |
|
|
|
|
|
|
|
64 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM I
AUDIT COMMITTEE PRE‑APPROVAL PROCEDURES FOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE PRE-APPROVAL PROCEDURES FOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with our Audit Committee pre-approval policy, all audit and non-audit services performed for us by our independent registered public accounting firm in Fiscal 2025 and Fiscal 2024 were pre-approved by the Audit Committee of our Board, which concluded that the provision of such services by PwC member firms was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.
The pre-approval policy provides for pre-approval of audit and permissible non-audit services and requires the specific pre-approval by the Audit Committee, prior to engagement, of such services, other than audit services covered by the annual engagement letter, except as would be considered de minimis under Exchange Act rules. A limited authority was delegated to the Chair of the Audit Committee to approve audit, audit-related and tax services in an amount of up to $50,000, provided such approval is reported to the Audit Committee at its next meeting.
AUDIT COMMITTEE REPORT
The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and NYSE listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.
The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company’s financial reporting processes, principles and internal controls as well as the preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States. In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company’s internal control over financial reporting.
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the fiscal year ended December 31, 2025 with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received from the independent registered public accounting firm written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed these documents with the independent registered public accounting firm, as well as other matters related to the independent registered public accounting firm’s independence from management and the Company (including also considering whether the independent registered public accounting firm’s provision of tax services to the Company is consistent with maintaining the independent registered public accounting firm’s independence). The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company and its management.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for Fiscal 2025, for filing with the SEC.
Submitted by the Audit Committee of the Company’s Board.
Michal Marom, Chair
Ravit Barniv
Karin Corfee
Byron G. Wong
The foregoing Report of the Audit Committee of the Board of Directors shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the SEC under the Securities Act or the Exchange Act.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 65
There were no related person transactions to which we have been or were a party since January 1, 2025 that are required to be reported under Item 404(a) of Regulation S-K.
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof) and adopted a written policy on transactions with related persons. Under this policy:
In connection with the review and approval or ratification of a related person transaction:
In addition, the related person transaction policy provides that the Audit Committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider all relevant facts and circumstances, including, but not limited to whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-employee” director, as applicable, under the rules and regulations of the SEC and the NYSE.
66 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted- |
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation plans approved by security holders |
|
930,771 |
|
$70.7 |
|
2,145,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation plans not approved by security holders |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
930,771 |
|
$70.7 |
|
2,145,870 |
|
|
|
|
|
|
|
|
|
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows information with respect to the beneficial ownership of our Common Stock as of April 8, 2026 for:
As of April 8, 2026, there were 61,453,555 shares of our Common Stock outstanding. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities, including SARs and/or RSUs, of which that person has a right to acquire beneficial ownership (i) within 60 days of April 8, 2026, or (ii) in the case of directors or executive officers, upon termination of service other than for death, disability or involuntary termination. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
|
|
|
|
|
|
|
|
Beneficial Owners of More than 5% |
|
Amount and Nature |
|
Percent of Common |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLACKROCK, INC. |
|
8,213,204 |
(1) |
|
13.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE VANGUARD GROUP |
|
— |
(2) |
|
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTORS, DIRECTOR NOMINEES AND NAMED EXECUTIVE OFFICERS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISAAC ANGEL†† |
|
50,113 |
(3) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAVIT BARNIV† |
|
3,519 |
(4) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KARIN CORFEE†† |
|
6,427 |
(5) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAVID GRANOT†† |
|
14,206 |
(6) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MICHAL MAROM†† |
|
6,427 |
(7) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAFNA SHARIR†† |
|
16,701 |
(8) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STANLEY B. STERN†† |
|
18,714 |
(9) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BYRON G. WONG†† |
|
21,706 |
(10) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DORON BLACHAR† |
|
100,430 |
(11) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSAF GINZBURG† |
|
42,787 |
(12) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JESSICA WOELFEL†† |
|
10,672 |
(13) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OFER BEN YOSEF† |
|
8,888 |
(14) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARON WILLIS†† |
|
8,897 |
(15) |
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS AS A GROUP (13 PERSONS) |
|
309,487 |
(16) |
|
* |
|
|
|
|
|
|
|
|
|
|
† c/o Ormat Systems Ltd., Industrial Area, P.O. Box 68 Yavne 81100, Israel.
†† c/o Ormat Technologies, Inc., 6884 Sierra Center Pkwy., Reno, Nevada 89511.
68 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
DELINQUENT SECTION 16(A) REPORTS I
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires that our executive officers, directors and certain persons who beneficially own more than 10% of our Common Stock file with the SEC reports of ownership and changes in ownership of our Common Stock and other equity securities.
Based solely on a review of the copies of Forms 3, 4 and 5 filed with the SEC and on written representations from certain reporting persons, we believe that during Fiscal 2025, our directors, executive officers and ten-percent stockholders complied with all applicable Section 16(a) filing requirements on a timely basis, except that Mr. Wong filed an amendment to a prior Form 4 to correct the number of shares withheld to cover certain tax obligations.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 69
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Why am I being provided with these materials?
We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting to be held on June 2, 2026, and at any postponements or adjournments of the Annual Meeting. We have either (1) delivered to you a Notice and made these proxy materials available to you on the Internet or (2) delivered printed versions of these materials, including a proxy card, to you by mail.
How can I attend and vote at the Annual Meeting?
To be admitted to the Annual Meeting, go to https://edge.media-server.com/mmc/p/p3grfokd. In order to gain access, stockholders of record as of the Record Date of April 8, 2026 should click on “I have a login,” enter the control number found on your proxy card, voting instruction form or notice you previously received and enter the password “ormat2026” (the password is case sensitive).
If your shares are held in “street name” through a broker, bank or other nominee, to be admitted to the Annual Meeting, you may also need to obtain a legal proxy from your broker, bank or other nominee, reflecting the number of shares of Common Stock of the Company you held as of the Record Date, and send that along with your name and email address, and a request for registration to Equiniti Trust Company, LLC: (1) by email to proxy@equiniti.com; (2) by facsimile to (718) 765-8730; or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 55 Challenger Road, Suite 200B 2nd Floor, Ridgefield Park, NJ 07660. Requests for registration must be labeled as “Legal Proxy” and be received by Equiniti Trust Company, LLC no later than 5:00 p.m. Eastern Daylight Time on May 28, 2026.
Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?
The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will be providing stockholders with the ability to submit appropriate questions real-time via the meeting website https://edge.media-server.com/mmc/p/p3grfokd. We are limiting questions to one per stockholder unless time otherwise permits. We will be answering as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting.
How do I vote my shares without attending the Annual Meeting?
If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:
If you hold your shares in street name, you may vote by submitting voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this on the Internet, by telephone or by mail as indicated above. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
Internet and telephone voting facilities will close at 11:59 p.m. Eastern Daylight Time on June 1, 2026 for the voting of shares held by stockholders of record or held in street name.
Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 2, 2026.
What am I voting on at the Annual Meeting?
At the Annual Meeting, there are three proposals scheduled to be voted on:
70 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING I
Members of our management team and a representative of PwC will be present at the Annual Meeting to respond to appropriate questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. The only class of stock entitled to vote at the Annual Meeting is Ormat’s Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such holder. On the Record Date, there were 61,453,555 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
What is the difference between being a “record holder” and holding shares in “street name”?
A record holder holds shares in his, her or its name. Shares held in “street name” are shares that are held in the name of a bank or broker on a person’s or entity’s behalf.
Am I entitled to vote if my shares are held in “street name”?
If your shares are held in street name, the Notice will be forwarded to you by your bank or brokerage firm, along with a voting instruction card. You may vote by directing your bank or brokerage firm how to vote your shares. In most instances, you will be able to do this over the Internet, by telephone, or by mail as indicated below.
Under the NYSE rules, if you do not give instructions to your bank or brokerage firm, it may vote on matters that NYSE determines to be “routine”, but will not be permitted to vote your shares with respect to “non-routine” items. Under NYSE rules, the Ratification Proposal is a routine matter, but the Nominee Proposal and Say-on-Pay Proposal are not considered to be routine matters, so the broker or bank cannot vote your shares on the Nominee Proposal and Say-on-Pay Proposal unless you provide voting instructions for each of these matters. If you do not provide voting instructions on a “non-routine” matter, your shares will not be voted on that matter, which is referred to as a “broker non-vote.” “Broker non-votes” will have no impact on the outcome of the Nominee Proposal or the Say-on-Pay Proposal, but will count toward a quorum at the Annual Meeting. For more information, see “—How many shares must be present to hold the Annual Meeting?”
As a street name holder, you may not vote your shares at the Annual Meeting unless you obtain a proxy form from your broker or bank to use at the Annual Meeting.
How many shares must be present to hold the Annual Meeting?
In order for us to conduct the Annual Meeting, the holders of a majority of the shares of Common Stock outstanding on the Record Date represented in person or by proxy shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.
What does it mean if I receive more than one Notice or proxy card at the same time?
It generally means you hold shares in more than one brokerage account. To ensure that all of your shares are voted, please sign and return each proxy card, or, if you vote by Internet or telephone, vote once for each Notice or proxy card you receive.
Can I change my vote after I submit my proxy?
Yes. Whether you have voted by Internet, telephone or mail, if you are a record holder of shares, you may revoke your proxy or change your vote at any time before it is actually voted:
Please note, however, that if you are a beneficial owner of shares and you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other record holder and/or obtain from the record holder a proxy issued in your name. Your attendance via the Internet at the Annual Meeting will not, by itself, revoke your proxy.
What will be the result if I submit my executed proxy card without making specific instructions?
If you are the record holder of shares and properly submit an executed proxy card without making specific instructions, your shares will be voted in the manner recommended by our Board of Directors as follows: “FOR” each of the eight director nominees (the Nominee Proposal); “FOR” the ratification of the appointment of our independent registered public accounting firm (the Ratification Proposal); and “FOR” the approval, on an advisory basis, of the compensation of our named executive officers (the Say-on-Pay Proposal). If any other matters not included in this Proxy Statement properly come before the meeting, the shares
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 71
I QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
represented by the proxy will be voted by the holders of the proxies in accordance with their best judgment to the extent permitted by Rule 14a-4(c) under the Exchange Act. The proxy may be removed at any time prior to exercise by the means discussed above in “—Can I change my vote after I submit my proxy?”
Who will count the votes?
Ormat’s transfer agent, Equiniti Trust Company, LLC, will tabulate and certify the votes. A representative of the transfer agent may serve as an inspector of election.
Will any other business be conducted at the Annual Meeting?
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The Company has also retained Sodali & Co. to assist with the solicitation of proxies for a fee of $7,500, plus reimbursement for out-of-pocket expenses.
Is there a list of stockholders entitled to vote at the Annual Meeting?
The list will be available for 10 days prior to the Annual Meeting, between the hours of 9:00 a.m. and 4:30 p.m. Pacific Time, at our principal executive offices at 6884 Sierra Center Pkwy., Reno, Nevada 89511, by contacting the Corporate Secretary at (775) 356-9029.
What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:
Proposal |
Vote Required |
Voting |
Board |
Broker |
Impact of |
Proposal 1 – Nominee Proposal |
Majority of votes cast – “FOR” must exceed “AGAINST” votes |
“FOR” |
“FOR” |
No |
None |
Proposal 2 – Say-on-Pay Proposal |
Majority of votes present in person or represented by proxy and entitled to vote on this item of business |
“FOR” |
“FOR” |
No |
“AGAINST” |
Proposal 3 – Ratification Proposal |
Majority of votes present in person or represented by proxy and entitled to vote on this item of business |
“FOR” |
“FOR” |
Yes |
“AGAINST” |
72 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
OTHER MATTERS
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy.
OTHER INFORMATION
HOUSEHOLDING OF PROXIES
Under rules adopted by the SEC, we are permitted to deliver a single Notice of Internet Availability of Proxy Materials to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, called householding, allows us to reduce the number of copies of these materials we must print and mail. Even if householding is used, each stockholder will continue to be entitled to submit a separate proxy or voting instructions.
The Company is not householding this year for those stockholders who own their shares directly in their own name. If you share the same last name and address with another Company stockholder who also holds his or her shares directly, and you would each like to start householding for the Company’s annual reports and proxy materials, please contact us at Ormat Technologies, Inc., 6884 Sierra Center Pkwy., Reno, Nevada 89511, Attention: Corporate Secretary or (775) 356-9029.
This year, some brokers and nominees who hold Company shares on behalf of stockholders may be participating in the practice of householding proxy statements and annual reports for those stockholders. If your household receives a single Notice of Internet Availability of Proxy Materials for this year, but you would like to receive your own copy, please contact us as stated above, and we will promptly send you a copy. If a broker or nominee holds Company shares on your behalf and you share the same last name and address with another stockholder for whom a broker or nominee holds Company shares, and together both of you would like to receive only a single set of the Company’s disclosure documents, please contact your broker or nominee as described in the voter instruction card or other information you received from your broker or nominee.
If you consent to householding, your election will remain in effect until you revoke it. Should you later revoke your consent, you will be sent separate copies of those documents that are mailed at least 30 days or more after receipt of your revocation.
ADDITIONAL FILINGS
The Company’s reports on Forms 10-K, 10-Q, and 8-K and all amendments to those reports are available without charge through the Company’s website, www.ormat.com, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Business Conduct and Ethics, Code of Ethics Applicable to Senior Executives, Clawback Policy, Insider Trading Policy, Audit Committee Charter, Corporate Governance Guidelines, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, Investment Committee Charter, and Sustainability Committee Charter and amendments thereto are also available at our website, as described above.
You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, by writing to the Company address appearing in this Proxy Statement or by calling us at (775) 356-9029.
ANNUAL REPORT TO STOCKHOLDERS
Additional copies of our Annual Report to Stockholders for the fiscal year ended December 31, 2025 and copies of our Annual Report on Form 10‑K for Fiscal 2025 as filed with the SEC are available to stockholders without charge upon written request addressed to Ormat Technologies, Inc., Attention: Investor Relations, 6884 Sierra Center Pkwy., Reno, Nevada 89511.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 73
I OTHER INFORMATION
INSIDER TRADING POLICY
INSIDER TRADING POLICY
We have
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS
Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of stockholders or nominate persons for election to the Board. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals meeting certain requirements may be eligible for inclusion in the Company’s proxy statement for the Company’s 2027 Annual Meeting of Stockholders. To be eligible for inclusion in the Company’s 2027 proxy statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company and must be received no later than December 22, 2026, in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s proxy statement.
Alternatively, stockholders seeking to present a stockholder proposal or nomination at the Company’s 2027 Annual Meeting of Stockholders, without having it included in the Company’s proxy statement, must timely submit notice of such proposal or nomination and provide the information and satisfy the other requirements set forth in the bylaws. To be timely, a stockholder’s notice shall be delivered to the Corporate Secretary at the principal offices of the Company not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the 2026 Annual Meeting of Stockholders, unless the date of the 2027 Annual Meeting of Stockholders is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days from the anniversary of the 2026 Annual Meeting of Stockholders. For the Company’s 2027 Annual Meeting of Stockholders, this means that any such proposal or nomination must be delivered no earlier than February 2, 2027 and no later than March 4, 2027. If the date of the 2027 Annual Meeting of Stockholders is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days from the anniversary of the 2026 Annual Meeting of Stockholders, the stockholder must deliver any such proposal or nomination no earlier than the close of business on the 120th day prior to the 2027 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the 2027 Annual Meeting of Stockholders, or if the first public announcement of the date of the 2027 Annual Meeting of Stockholders is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which the public announcement of the date of such meeting is first made. The notice must contain the information required by our bylaws, and the stockholder(s) must comply with the information and other requirements in our bylaws. Additionally, in order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2027 Annual Meeting of Stockholders, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our bylaws and by Rule 14a-19(b) (2) and Rule 14a-19(b)(3) under the Exchange Act (including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than our nominees).
Notices of any proposals or nominations for the Company’s 2027 Annual Meeting of Stockholders should be sent to Ormat Technologies, Inc., Corporate Secretary, 6884 Sierra Center Pkwy., Reno, Nevada 89511.
74 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This proxy statement contains statements relating to current expectations, estimates, forecasts and projections about future events, including sustainability-related targets, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this proxy statement that address activities, events or developments that we expect or anticipate will or may occur in the future, including such matters as our projections of annual revenues, expenses and debt service coverage with respect to our debt securities, future capital expenditures, business strategy, competitive strengths, goals, development or operation of generation assets, market and industry developments and the growth of our business and operations, as well as goals related to sustainability initiatives, are forward-looking statements. When used in this proxy statement, the words “may”, “will”, “could”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “target”, “goal”, or “contemplate” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain such words or expressions. These forward-looking statements generally relate to Ormat’s plans, objectives and expectations for future operations and are based upon its management’s current estimates and projections of future results or trends.
Although we believe that our plans and objectives reflected in or suggested by these forward-looking statements are reasonable, we may not achieve these plans or objectives. Actual future results may differ materially from those projected as a result of certain risks and uncertainties, including our assumptions not
being realized, our ability to execute our strategies in the time frame expected or at all, changing government regulations, scientific or technological developments, climate-related conditions and weather events, our ability to gather and verify data regarding environmental impacts, the compliance of various third parties with our policies and procedures, and our expansion into new products, services, and geographic regions, as well as the risks, uncertainties and other factors described under “Risk Factors” in Ormat’s Annual Report on Form 10‑K for Fiscal 2025 filed with the SEC on February 26, 2026 and in quarterly reports on Form 10-Q that are filed from time to time with the SEC.
The inclusion of information in this proxy statement should not be construed as a characterization regarding the materiality or financial impact of that information. Moreover, this proxy statement may use certain terms, including those that GRI Standards, SASB or TCFD or others may refer to as “material,” to reflect the issues or priorities of Ormat and its stakeholders. Used in this context, however, these terms are distinct from, and should not be confused with, the terms “material” and “materiality” as defined by or construed in accordance with securities, or other, laws or as used in the context of financial statements and reporting.
These forward-looking statements are made only as of the date hereof, and, except as legally required, we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 75
ORMAT TECHNOLOGIES, INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026, AT 9:00 AM EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder(s) hereby appoint(s) Doron Blachar, Chief Executive Officer, Assaf Ginzburg, Chief Financial Officer, and Jessica Woelfel, Corporate Secretary, and each of them, as proxies, each with full power of substitution, to represent the undersigned and to vote as designated on the reverse side, all the shares of Common Stock of Ormat Technologies, Inc. held of record by the undersigned on April 8, 2026, at the Annual Meeting of Stockholders to be conducted via live audio webcast, at edge.media-server.com/mmc/p/p3grfokd (Password: ormat2026) on June 2, 2026, at 9:00 AM Eastern Time, and at any adjournments or postponements thereof, upon the matters set forth in the accompanying proxy materials. The undersigned stockholder(s) hereby acknowledge(s) receipt of the Notice of Internet Availability and proxy materials, and revoke(s) any proxy or proxies heretofore given to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof. (Continued and to be signed on the reverse side) 14475 1.1
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of ORMAT TECHNOLOGIES, INC. To Be Held On: June 2, 2026, 9:00 AM Eastern Time attend virtually at edge.media-server.com/mmc/p/p3grfokd (Password: ormat2026) COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before May 18, 2026. Please visit www.astproxyportal.com/ast/13766, where the following materials are available for view: Proxy Statement Annual Report to security holders Proxy Card TELEPHONE: 1-888-Proxy-NA (1-888-776-9962) +1-201-299-6210 (worldwide) TO REQUEST MATERIAL: TO VOTE: E-MAIL: helpAST@equiniti.com WEBSITE: us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting. VIRTUALLY AT THE MEETING: The Company will be hosting the meeting virtually this year. To attend the virtual meeting, please visit edge.media-server.com/mmc/p/p3grfokd and be sure to have your control number available. The meeting password is ormat2026. TELEPHONE: Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or +1-201-299-4446 worldwide and follow the instructions. Have this notice available when you call. MAIL: You may request a card by following the instructions above. 1. To elect the eight director nominees listed below to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders. NOMINEES: (A) Isaac Angel (B) Ravit Barniv (C) Karin Corfee (D) David Granot (E) Michal Marom (F)Dafna Sharir (G) Stanley B. Stern (H) Byron G. Wong 2. To approve, in a non-binding, advisory vote, the compensation of our named executive officers. 3. To ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for 2026. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH DIRECTOR NOMINEE IN PROPOSAL 1, AND "FOR" PROPOSALS 2 AND 3. Please note that you cannot use this notice to vote by mail.