(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
April 22, 2021
|
Sincerely,
|
|
Zvi Lando
Chief Executive Officer and
Member of the Board of Directors
|
|
|
|
|
|
|
|
|
By Order of the Board of Directors
Rachel Prishkolnik
Vice President
General Counsel & Corporate Secretary
1 HaMada Street
Herziliya Pituach, Israel
April 22, 2021
|
|
|
||
|
The Meeting
|
9 |
Proposal No. 3—Say– on-Pay
|
27 |
Index of Frequently
Requested Information
|
|
Voting Rights, Quorum and
|
|||||
Required Vote
|
9 |
Security Ownership of
|
Board Diversity
|
17
|
|
Certain Beneficial Owners
|
|||||
Notice of Internet
|
and Management
|
28 |
Board Independence
|
16
|
|
Availability of Proxy
|
|||||
Materials
|
10 |
Compensation Discussion
|
Clawback Policy
|
43
|
|
and Analysis
|
32 | ||||
Voting Your Shares
|
10 |
CEO Pay Ratio
|
51
|
||
Compensation Committee
|
|||||
Expenses of Solicitation
|
11 |
Report
|
44 |
Peer Group
|
36
|
Revocability of Proxies
|
11 |
Summary Compensation Table
|
45 |
Stockholder Engagement
|
23
|
Delivery of Documents to
|
|
Executive Compensation
|
|
Stock Ownership and
|
|
Stockholders Sharing an
|
Table Narrative
|
47 |
Holding Guidelines
|
39
|
|
Address
|
11 |
|
|
|
|
Outstanding Equity Awards
at December 31. 2020
|
48 |
Sustainability
|
19 | ||
Proposal No. 1— Election of Directors
|
12 | ||||
|
|
Potential Payments and Acceleration of Equity |
|
||
Directors and Corporate Governance
|
16 |
upon Termination or Termination in Connection
|
|||
with a Change in Control
|
49 | ||||
The Board’s Role in Risk Oversight
|
21 | ||||
Director Compensation
|
52 | ||||
Board Committees |
22
|
|
|
||
|
Transactions with Related Persons
|
54 | |||
Proposal No. 2— Ratification of
|
|||||
Appointment of Independent
|
|
Report of the Audit Committee
|
55 | ||
Registered Public Accounting Firm for 2021
|
26
|
||||
|
|
Delinquent Section 16(a) Reports
|
55 |
|
|
Audit and Related Fees | 26 | ||||
|
|
Stockholder Proposals
|
56 | ||
Directors’ Attendance At Annual
Stockholder Meetings Other Business
|
|
||||
Where You Can Find More
Information
|
|
Election of Directors, directors will be elected if the number of votes cast at the Annual Meeting for the nominee’s election exceeds the number of
votes cast against the nominee’s election. Abstentions and broker non-votes (as defined below) will have no effect on Proposal No. 1.
|
Ratification of Appointment of Independent Registered Public Accounting Firm - requires the affirmative vote of the holders of a majority of the voting
power of the stock, present or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal No. 2. Broker discretionary voting on this Proposal is allowed
and, therefore, there should be no “broker non-votes”.
|
Advisory Vote to Approve the Compensation of our Named Executive Officers (the “Say-on-Pay” vote) - requires the affirmative vote of the holders of a
majority of the voting power of the stock present represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal No. 3. “Broker non-votes” will have no
effect on this Proposal No. 3. This advisory vote is not binding on the Board. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating our executive
compensation programs and making compensation decisions.
|
Name
|
Class
|
Age
|
Position
|
Director Since
(Calendar Year)
|
Current Term
Expires
(Calendar Year)
|
Expiration of
Term for which
Nominated
(Calendar Year)
|
Director Nominees
|
||||||
Nadav Zafrir (1)(2)
|
III
|
50
|
Chairman of the Board
|
2019
|
2021
|
2024
|
Avery More (1)(2)
|
III
|
66
|
Director
|
2006
|
2021
|
2024
|
Zivi Lando | III | 56 | Chief Executive Officer and Director | 2020 | 2021 | 2024 |
Continuing Directors
|
||||||
Betsy Atkins (3)
|
I
|
67
|
Director
|
|
2022
|
|
Yoni Cheifetz (2)
|
I
|
60
|
Director
|
2010
|
2022
|
|
Doron Inbar (1)(4)
|
I
|
71
|
Director
|
2010
|
2022
|
|
Marcel Gani (4)
|
II
|
69
|
Director
|
2015
|
2023
|
|
Tal Payne (4)
|
II
|
49
|
Director
|
2015
|
2023
|
(1)
|
Member of the Compensation Committee.
|
(2)
|
Member of the Nominating and Corporate Governance Committee.
|
(3)
|
Ms. Atkins has been appointed effective as of June 1, 2021.
|
(4)
|
Member of the Audit Committee.
|
Nadav
Zafrir
|
joined our Board of Directors in 2019 and serves as the Chairman.
Bringing thirty years of experience in management, leadership, and technology innovation, Mr. Zafrir has been the co-founder and Managing
Partner of Team8, a global venture group that builds and backs technology companies at the intersection of artificial intelligence, cybersecurity, data, fin-tech, enterprise software, and infrastructure since 2014. Prior
to founding Team8, he served as Commander of Unit 8200, Israel’s elite military technology unit, where he established the Israel Defense Forces Cyber Command. He holds an LLB from the Interdisciplinary Center Herzliya
(IDC) and an Executive MBA from the Kellogg – Recanati program of the Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business at Tel Aviv University. Mr. Zafrir’s
technological expertise and former work experience with some of our senior management provides our board and the management team with helpful and valuable contribution insights into the business and technology
development discussions which further strengthens our executive management.
|
Avery
More
|
has served as a member of our Board of Directors since 2006.
Mr. More was the sole seed investor in the Company through his fund, ORR Partners I, L.P., and participated in all successive rounds. In addition to continued
activity in ORR Partners, Mr. More joined Menlo Ventures, a venture capital firm, in 2013 as a venture partner, and focuses on investments in technology companies. Prior to joining Menlo Ventures, Mr. More was the
president and chief executive officer of CompuCom Systems Inc. from 1989 to 1993. Mr. More currently serves on the board of directors of several private companies, OverOps, BuzzStream, AppDome, and HolistiCyber Ltd. Mr.
More’s historical knowledge of our company and his experience as a director of other private and public technology companies provides a valuable perspective to our Board.
|
Zivi
Lando
|
joined SolarEdge in 2009 as our Vice President, Global Sales.
We announced the appointment of Mr. Lando as our Acting Chief Executive Officer in August 2019 and as a director of our Board of Directors and
permanent CEO on February 9 2020. Mr. Lando had previously spent 16 years at Applied Materials, a materials engineering company focused on the semiconductor, flat panel display and solar photovoltaic industries based in
Santa Clara, California, where he held several positions, including process engineer for metal deposition and chemical vapor deposition systems, business manager for the Process Diagnostic and Control Group, vice
president, and general manager of the Baccini Cell Systems Division in the Applied Materials Solar Business Group. His last position at Applied Materials was Vice President and General Manager of Baccini Cell Systems
Division of the Solar Business Group, which he held from January, 2008 to March 2009. Mr. Lando holds a B.S. in Chemical Engineering from the Technion, Israel’s Institute of Technology in Haifa, and is the author of
several publications in the field of chemical disposition.
|
The Board of Directors recommends a vote FOR the election of each of the three Class III director nominees.
|
Marcel
Gani
|
has served as a member of our Board of Directors since 2015.
From 2005 to 2009, Mr. Gani lectured at Santa Clara University, where he taught classes on accounting and finance. In 1997, Mr. Gani joined Juniper Networks, Inc.
where he served as chief financial officer and executive vice president from December 1997 to December 2004, and as chief of staff from January 2005 to March 2006. Prior to joining Juniper, Mr. Gani served as chief
financial officer at various companies, including NVIDIA Corporation, Grand Junction Networks, Primary Access Corporation and Next Computers. Mr. Gani served as corporate controller at Cypress Semiconductor from 1991
to 1992. Prior to joining Cypress Semiconduc-tor, Mr. Gani worked at Intel Corporation from 1978 to 1991. Mr. Gani holds a B.A. in Applied Mathematics from Ecole Polytechnique Federal and an M.B.A. from University of
Michigan, Ann Arbor. Mr. Gani serves on the board of directors of Infinera Corp., where he is a member of the Audit Committee and the chairman of the Compensation Committee. Mr. Gani brings valuable financial and
business experience to our Board through his years of experience as a chief financial officer with public companies and experience as a director of other public companies.
|
Tal
Payne
|
has served as a member of our Board of Directors since 2015.
Tal Payne brings over 15 years of financial management experience, serving as Chief Financial Officer in Check Point Software Technologies Ltd. (“Check Point”), an
Israeli multinational pro-vider of software and combined hardware and software products for IT security, since joining the company in 2008 and as Chief Financial and Operations Officer since 2015. Ms. Payne oversees
Check Point’s global operations and finance, including investor relations, legal, trea-sury, purchasing and facilities. Prior to joining Check Point, Ms. Payne served as Chief Financial Officer at Gilat Satellite
Networks Ltd., where she held the role of Vice President of Finance for over five years. Ms. Payne began her career as a CPA in public accounting at Pricewaterhouse-Coopers. Ms. Payne holds a B.A. in Economics and
Accounting and an Executive M.B.A., both from Tel Aviv University. Ms. Payne is a certified public accountant. Ms. Payne brings valuable financial and business experience to our Board through her years of experience as
a chief financial officer with publicly traded companies. Ms. Payne currently also serves on the board of ironSource.
|
Yoni
Cheifetz
|
has served as a member of our Board of Directors since 2010.
Since 2006, Mr. Cheifetz has served as a Partner at Lightspeed Venture Partners, a venture capital firm, where he focuses on investment activity in Israel in
areas of interest, including the Internet, media, mobile, communications, software, semiconductors, renewable energy and healtcare. Prior to joining Lightspeed Venture Partners, Mr. Cheifetz was a partner with Star
Ventures from 2003 to 2006. Before joining Star Ventures, Mr. Cheifetz was a serial entrepreneur and the founder, CEO and Chairman of several privately held software companies, most of which have been acquired. Mr.
Chiefetz holds a B.Sc. in Applied Mathematics from Tel Aviv University and a M.Sc. in Applied Mathematics and Computer Science from the Weizmann Institute of Science. Mr. Cheifetz’s historical knowledge of our
company and extensive experience in working with technology companies qualify him to serve as a member of our Board.
|
Doron
Inbar
|
has served as a member of our Board of Directors since 2010.
Mr. Inbar has been a venture partner at Viola Ventures, an Israeli-based venture capital firm that invests primarily in early stage companies in the fields of
Software, Communications, Semiconductors, Internet, Media, and Consumer Electronics, since 2006. Previously, Mr. Inbar served as the President of ECI Telecom Ltd., a global telecom networking infrastructure
provider, from November 1999 to December 2005 and as its Chief Executive Officer from February 2000 to December 2005. Mr. Inbar has served on the board of directors of Alvarion Ltd. (formerly Nasdaq: ALVR), a
company that sells broadband wireless and Wi Fi products, from September 2009 until September 2013 and was a member of its audit and compensation committees and served as chairman of its nominating and governance
committee. Mr. Inbar served as chairman of the board of C nario Ltd., a global provider of digital signage software. Mr. Inbar served on the board of directors of Archimedes Global Ltd. from 2008 until 2018, a
company which provides health insurance and health provision in Eastern Europe, and serves on the board of directors of MaccabiDent Ltd., the largest chain of dental service clinics in Israel. In 2012, Mr. Inbar
joined the board of directors of Comverse Technology Inc. (formerly Nasdaq: CNSI), where he was a member of the audit committee and corporate governance committee until and thereafter at Xura ltd until August
2016, when the company was sold and turned into Mavenir Ltd. Mr. Inbar currently serves on the Board of Musico, a next generation music software solution since 2016. In 2017 Mr. Inbar was appointed as chairman of
Cellwize wireless Technologies pty Ltd. a provider of software Orchestration and automation solutions to tier -1 MNO’s deploying 5G networks. Mr. Inbar holds a B.A. in Economics and Business Administration from
Bar-Ilan University, Israel. Mr. Inbar’s historical knowledge of our company and extensive experience in working with technology companies qualify him to serve as a member of our Board.
|
Betsy
Atkins
|
(a director effective June 1, 2021) is the former CEO and Chairman of SaaS Company Clear
Standards, Inc. an energy management and sustainability software company. She also served as CEO of Key Supercomputer, focused on seismic analytics, applying AI machine learning technology to pinpoint reserves
using predictive and prescriptive analytics, from 2008-2010 and as CEO of NCI, a food manufacturer creating Nutraceutical and Functional Food products, from 1991-1994. In addition, Ms. Atkins is a highly acclaimed
public company Board Director and author. Ms. Atkins has served on some of the world’s most visible global public company boards. For 20 years, she has worked behind the scenes at companies like Schneider, Lucent,
Vonage, SunPower Corp, Paychex and NASDAQ Inc. Ms. Atkins started her business career as an entrepreneur co-founding several successful high tech, energy and consumer companies including Ascend Communications. Ms.
Atkins is an effective operational leader, having served as CEO three times and she has a strong global and operational perspective encompassing the full range of experience from growth to restructuring and is a
recognized ESG and Governance thought leader. Her corporate board experience covers industries including Technology, Energy Management, Solar, Industrial Automation, Manufacturing, Automotive, and Logistics. Ms.
Atkins brings the knowledge of leveraging next gen digital technologies, is an innovative entrepreneur for tech enablement for the future of work for manufacturing 4.0 initiatives (i.e. applying industrial Internet
of Things, or IIoT, for preventative maintenance in the Industrial, Automotive, and Aerospace sectors). Ms. Atkins has a global, broad perspective on energy from her role as Lead Director at SunPower, the renewable
solar company, and Schneider, the energy efficiency infrastructure monitoring and industrial automation process control company, where she served from 2005-2012 and 2011 – 2019, respectively. Her areas of
experience include Artificial Intelligence, Seismic Analytics, Internet of Things (IoT), using technology to digitize processes driving accuracy and productivity, Cyber Security, Mobile and SaaS. Ms. Atkins
currently serves on the public boards of Wynn Resorts and SL Green, as well as on the private company board for Volvo Car Corporation. Ms. Atkins holds a degree in liberal arts from the University of Massachusetts,
Magna Cum Laude.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our social purpose:
|
Our social mission:
|
Our core values:
|
||
|
|
|
||
|
|
|
||
To power the future of energy so we can all enjoy better living and a cleaner, greener
future.
|
Shaping the future of sustainable energy production, energy storage and e-mobility through innovation.
|
Innovation, excellence and integrity.
|
||
Our sustainability material topics:
|
|
|
||
|
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
||||
|
||
|
|
|
|
2019 ($)
|
2020 ($)
|
||
Audit fees (1)
|
1,149,000
|
1,251,200
|
|
Audit related fees
|
10,000
|
250,000 (2)
|
|
Tax fees (3)
|
158,000
|
203,765
|
|
Total audit and related fees
|
1,317,000
|
1,704,965
|
(1)
|
“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit
(including audit of our internal control over financial reporting for the year ended December 31, 2019 and for the year ended December 31, 2020), reviews of our quarterly financial results submitted on Form 10-Q,
Korean and Italian statutory audit services and consultations on various accounting issues.
|
(2)
|
“Audit Related Fees” are fees related to assurance and related services provided in connection with the issuance of the Company’s Convertible
Senior Notes issued on September 25, 2020 in an aggregate principle amount of $632.5 million.
|
(3)
|
Represents professional services rendered for tax compliance, tax advice, tax planning, and review of our Israeli tax returns.
|
The Board of Directors recommends a vote FOR the ratification of the appointment of
EY for 2021.
|
The Board of Directors recommends a vote FOR the approval of our executive compensation
on an advisory basis.
|
Shares Beneficially Owned
|
||
Name of Beneficial Owner 5% Stockholders:
|
Shares
|
%
|
BlackRock, Inc. (1)
|
5,998,029
|
11.5%
|
FMR LLC (2)
|
3,012,306
|
5.8%
|
Directors, Director Nominees and Named Executive Officers:
|
||
Zvi Lando (3)
|
66,037
|
*
|
Ronen Faier (4)
|
71,595
|
*
|
Yoav Galin (5)
|
187,130
|
*
|
Rachel Prishkolnik (6)
|
11,066
|
*
|
Uri Bechor (7)
|
8,337
|
|
Nadav Zafrir (8)
|
3,160
|
*
|
Yoni Cheifetz (9)
|
26,923
|
*
|
Marcel Gani (10)
|
27,033
|
*
|
Doron Inbar (11)
|
26,923
|
*
|
Avery More (12)
|
83,230
|
*
|
Tal Payne (13)
|
26,923
|
*
|
All directors and executive officers as a group (14 individuals) (14)
|
842,671
|
1.6%
|
(1)
|
Based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc., on February 5, 2021. The Schedule 13G/A
contains information as of December 31, 2020. BlackRock, Inc. reports having sole dispositive power over 5,998,029 shares and sole voting power over 5,747,529 shares. The address of the reporting persons is 55
East 52nd Street, New York, NY 10055.
|
(2)
|
Based solely on a Schedule 13G filed with the SEC by FMR LLC and Abigail P. Johnson on February 8, 2021. The Schedule
13G contains information as of December 31, 2020. The filing reflects securities beneficially owned or deemed to be so owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. Ms.
Jonson is a director, and the chairman and chief executive officer, of FMR LLC. FMR LLC and Ms. Johnson report having sole dispositive power over 3,012,306 shares. FMR LLC further reports having sole voting power
over 1,552,831 shares. The address of the reporting persons is 245 Summer Street, Boston, Massachusetts 02210
|
(3)
|
Consists of 22,060 shares of common stock owned of record by Mr. Lando, 3,435 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021 and 40,542 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
(4)
|
Consists of 42,273 shares of common stock owned of record by Mr. Faier, 2,397 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021 and 26,925 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
(5)
|
Consists of 75,035 shares of common stock owned of record by Mr. Galin, 2,043 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021 and 110,052 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
(6)
|
Consists of 3,242 shares of common stock owned of record by Ms. Prishkolnik, 2,193 shares of common stock issuable
upon settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021 and 5,631 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
(7)
|
Consists of 4,967 shares of common stock owned of record by Mr. Bechor, 1,312 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021 and 2,058 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
(8)
|
Consists of 1,949 shares of common stock owned of record by Mr. Zafrir, and 1,211 shares of common stock issuable
upon settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021.
|
(9)
|
Consists of 25,712 shares of common stock owned of record by Mr. Cheifetz, and 1,211 shares of common stock issuable
upon settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021.
|
(10)
|
Consists of 16,712 shares of common stock owned of record by Mr. Gani, 1,211 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021, 5,555 shares of common stock held directly by Marcel Gani 2002 Living Trust and 3,555 shares of common stock held
directly by ALGA Partners LLC. Mr. Gani, in his capacity as trustee, has voting and investment power over the shares owned by the Marcel Gani 2002 Living Trust. Mr. Gani, in his capacity as manager, has voting
and investment power over the shares owned by ALGA Partners LLC.
|
(11)
|
Consists of 25,712 shares of common stock owned of record by Mr. Inbar, and 1,211 shares of common stock issuable
upon settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021.
|
(12)
|
Consists of 61,019 shares of common stock owned of record by Mr. More, 1,211 shares of common stock issuable upon
settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021, 20,000 shares of common stock held by More Family 2020 DT Investment LLC and 1,000 shares held by Avery More’s
wife, Jerralyn Smith More, as to which Avery More disclaims any ownership interest.
|
(13)
|
Consists of 25,712 shares of common stock owned of record by Ms. Payne, and 1,211 shares of common stock issuable
upon settlement of restricted stock units which will vest and settle within 60 days of April 5, 2021.
|
(14)
|
Consists of 618,034 shares of common stock, 20,306 shares of common stock issuable upon settlement of restricted
stock units which will vest and settle within 60 days of April 5, 2021, and 204,334 shares of common stock issuable upon exercise of options exercisable within 60 days of April 5, 2021.
|
Ronen
Faier
|
joined SolarEdge in 2011 as our Chief Financial Officer. Prior to joining SolarEdge, Mr. Faier served from 2008 to 2010 as the chief
financial officer of Modu Ltd, a privately owned Israeli company. Between 2004 and 2007, Mr. Faier held several senior finance positions, including chief financial officer at M-Systems prior to its acquisition
by SanDisk Corporation in 2006. Previously, Mr. Faier served as corporate controller of VocalTec Communications Ltd. Mr. Faier holds a CPA (Israel) license, an MBA (with Honors) from Tel Aviv University and a
B.A. in Accounting and Economics from the Hebrew University in Jerusalem.
|
Uri
Bechor
|
joined SolarEdge in 2019 as our Chief Operating Officer. Prior to joining SolarEdge, Mr. Bechor was at Flex Ltd., a multinational
electronics contract manufacturer for 22 years where he served as Senior Vice President, Global Operations, Europe and the Americas and General Manager at Flex International Ltd. Mr. Bechor, in his previous
position, oversaw more than forty manufacturing sites and was responsible for revenues of more than $10 billion.
|
Rachel
Prishkolnik
|
joined SolarEdge in 2010 as our Vice President, General Counsel and Corporate Secretary. Prior to joining So-larEdge, Mrs.
Prishkolnik served as the vice president, general counsel & corporate secretary of Gilat Satellite Net-works Ltd. At Gilat she held various positions beginning as legal counsel in 2001 and becoming
corporate secretary in 2004 and vice president, general counsel in 2007. Prior to Gilat, she worked at the law firm of Jeffer, Mangels, Butler & Marmaro LLP in Los Angeles. Before that, Mrs. Prishkolnik
worked at Kleinhendler & Halevy (currently Gross GKH Law Offices) in Tel Aviv. Mrs. Prishkolnik holds an LLB law degree from the Faculty of Law at the Tel Aviv University and a B.A. from Wesleyan University
(College of Social Studies) in Connecticut. She is licensed to practice law and is a member of the Israeli Bar.
|
Yoav
Galin
|
co founded SolarEdge in 2006 and has served since our founding as our Vice President, Research & Development where he is
responsible for leading the execution of our technology strategy, building and managing the tech-nology team and overseeing research and development of SolarEdge’s innovative PV power harvesting products. Prior
to joining SolarEdge, Mr. Galin served for 11 years at the Electronics Research Department (ERD). During this period, Mr. Galin held various research and development and management positions, including his last
position at the ERD where he led a project and its development team of over 30 hardware and software engineers. He was also responsible for overseeing the research and development of future technologies. Mr.
Galin holds a B.S. in Electrical Engineering from Tel Aviv University.
|
Meir
Adest
|
co-founded SolarEdge in 2006 and has served since 2007 as our Vice President, Core Technologies where he is re-sponsible for
SolarEdge’s certification and research of future technologies. He was appointed to serve as our Chief Information Officer in 2018 and appointed as Chief Product & Information Officer in 2020. Prior to
co-founding So-larEdge, Mr. Adest spent 7 years at the Electronics Research Department (‘‘ERD’’), one of Israel’s national labs, which is tasked with developing innovative and complex systems, where he held a
number of positions and managed large-scale techno-operational projects. Mr. Adest holds a B.Sc in mathematics, physics, and computer science from the Hebrew University in Jerusalem.
|
Shuli
Ishai
|
joined SolarEdge in 2020 as our Vice President of Global Human Resources. Ms. Ishai brings a wealth of experience to her role,
previously serving as Executive Vice President of HR and MIS at Stratasys, Chief Resource Officer at Netafim, and Corporate Vice President of HR at Nice. Ms. Ishai holds a BA and an MA in Art History from Tel
Aviv University and an MA in Organizational Behavior from Tel Aviv University.
|
Yogev
Barak
|
joined SolarEdge in 2020 as our Chief Marketing Officer. Mr. Barak brings to SolarEdge over twenty-five years of experience in
international marketing and B2B product management, including executive management positions at HP and Applied Materials. In his most recent role, Mr. Barak served as the Head of Strategy, Marketing, Products and
Business Management at HP Indigo. Mr. Barak holds a B.Sc. in Electrical Engineering from Tel Aviv University.
|
|
|
|
|
|
|
|
|
|
Compensation Element
|
Form
|
Objective
|
Rationale / Key Characteristics
|
Base Salary
|
Cash
|
Attraction
Performance
|
• Fixed compensation.
• Intended to be commensurate with each senior executive’s position and level of responsibility.
• Evaluated annually or as necessary in response to organizational/business changes, individual performance, market data,
etc., but not automatically increased.
|
Annual Cash Incentive Compensation
|
Cash
|
Performance
Alignment of Interests
Motivation
|
• Tied to and contingent upon the Company’s financial performance, including revenues, gross margin and profitability.
• Designed to reward achievement of challenging annual performance goals that we consider important contributors to
stockholder value.
• Performance goals and targets are established by the Compensation Committee at the beginning of each calendar year.
• The Compensation Committee approves annual cash incentive award payouts based on the level of achievement of these
pre-established goals.
|
Long-Term Incentives
|
Stock Options
|
Performance
Alignment of Interests
Motivation
|
• As options have no value unless the value of our common stock increases, these awards align the interests of senior
executives with those of our stockholders.
• Options motivate such executives to perform in a manner that drives sustainable increases in the value of our common
stock.
|
Restricted Stock Units
|
Performance
Alignment of Interests
Retention
Motivation
|
• Variable compensation designed to reward contributions to our long-term strategic, financial, and operational success,
motivate future performance, align the interests of senior executives with those of stockholders, and retain key senior executives through the term of the awards.
• Four year vesting, with increased value dependent on the stock price on each vesting date.
|
|
Other Compensation and Benefits
|
N/A
|
Attraction
Retention
|
• NEOs receive benefits that are generally available to all salaried employees in Israel, where the NEOs are located. This
includes contributions to an education fund and to a fund known as Manager’s Insurance, which provides a combination of retirement plan, insurance, and severance pay benefits to Israeli employees.
• NEOs receive benefits that we generally make available to all salaried employees, including participation in the Employee
Stock Purchase Plan.
|
Change-in-Control Arrangements
|
Equity
|
Attraction
Retention
|
• Each of our NEOs has a clause in the NEO’s employment agreement that entitles the NEO to immediate vesting of equity in
the event of a qualifying termination within one year following a change in control (“double-trigger” equity vesting).
• Aligns management with stockholder interests in the face of events that may result in a change-in-control and not on
potential individual implications of any such events.
• Reasonable change-in-control protections are necessary in order for us to attract and retain qualified employees.
• We periodically review the necessity and design of our senior executive severance and change-in-control arrangements.
|
*Positioning Relative to Peers
|
Revenue
|
|
100th percentile
Percentile Rank
|
|
Market
Capitalization
|
100th percentile
Percentile Rank
|
|
*Based on 2019 consensus per Standard Poor’s IIQ June 30, 2019 - the time of the 2020 peer group evaluation
|
|
50th percentile
Percentile Rank
|
|
Name and Principal Position
|
Annual
base salary effective December 31, 2019 ($)
|
Annual base salary effective December 31, 2019 ($)
|
Percentage change
|
Annual base salary effective March 1, 2020 ($)*
|
Percentage change
|
Annual base salary effective April 1, 2020 ($)*
|
Percentage change
|
Zvi Lando – Chief Executive Officer
|
625,000
|
625,000
|
0%
|
531,500
|
-15.0%
|
425,200
|
-20.0%
|
Ronen Faier - Chief Financial Officer
|
420,000
|
505,000
|
20.2%
|
420,000
|
-16.8%
|
336,000
|
-20.0%
|
Uri Bechor - Chief Operations Officer
|
435,000
|
480,000
|
10.3%
|
435,000
|
-9.4%
|
348,000
|
-20.0%
|
Rachel Prishkolnik – Vice President, General Counsel and Corporate Secretary
|
380,000
|
425,000
|
11.8%
|
380,000
|
-10.6%
|
304,000
|
-20.0%
|
Yoav Galin – Vice President, Research and Development
|
380,000
|
425,000
|
11.8%
|
380,000
|
-10.6%
|
304,000
|
-20.0%
|
Goal Type
|
Percentage of Total
|
2020 Achievement vs. Goals (Corporate Performance)
|
2020 Goal Achievement
|
|
|
Revenue for the Solar business
|
30%
|
$1.36 billion in revenue in solar business vs. $1.7 billion Goal
|
24.0%
|
Net Income
|
10%
|
$191.4M million in net income vs. $263.5M Goal
|
7.3%
|
|
Gross Margin
|
18%
|
34.3% in Gross Margin in solar business vs. 35.0% Goal
|
17.6%
|
|
Non- solar business
|
7%
|
Targets relating to revenues and loss of acquired non-solar businesses (Critical Power, e-Mobility and storage)
|
2.8%
|
|
Strategy
|
14%
|
Goals which included the development of the Company’s own residential and commercial battery, larger scale inverter development
and building the Company’s e-Mobility organization and production capabilities.
|
10.7%
|
|
Scalability & Infrastructure
|
10%
|
Goals which focused on completing the Company’s manufacturing facility in the north of Israel, “Sella 1” and beginning mass
production as well as initiating the expansion of the Kokam manufacturing facility, “Sella 2”.
|
9.4%
|
|
Operations
|
11%
|
Goals included increasing manufacturing capacity and certain cost reduction initiatives
|
7.4%
|
|
Total
|
100%
|
|
79.2% of Target Corporate
Performance Achieved*
|
NEO
|
2020 Bonus Target
($)
|
2020 Actual Bonus
($)
|
2020 Actual Bonus
as % of Target*
|
Zvi Lando
|
625,000
|
526,516
|
84.2%
|
Ronen Faier
|
336,667
|
302,034
|
89.7%
|
Uri Bechor
|
320,000
|
282,884
|
88.4%
|
Rachel Prishkolnik
|
283,333
|
261,010
|
92.1%
|
Yoav Galin
|
283,333
|
232,252
|
82.0%
|
Name and Principal Position
|
Year
|
Salary
($)(1)
|
Bonus
($)(1)(2)
|
Option Awards ($)(3)
|
Stock Awards ($)(3)
|
Non-Equity Incentive Plan Compensation ($)(1)(4)
|
All Other
Compensation
($)(1)
|
Total
($)
|
Zivi Lando –
Chief Executive Officer
|
2020
|
477,133
|
-
|
1,019,977
|
1,979,899
|
526,516
|
76,185 (5)
|
4,079,710
|
2019
|
505,986
|
-
|
548,644
|
549,986
|
397,747
|
79,000 (6)
|
2,081,363
|
|
2018
|
340,926
|
-
|
410,801
|
436,966
|
235,741
|
56,137 (7)
|
1,480,571
|
|
Ronen Faier –
Chief Financial Officer
|
2020
|
395,739
|
-
|
411,349
|
798,598
|
302,034
|
63,573 (8)
|
1,971,293
|
2019
|
437,246
|
-
|
548,644
|
549,986
|
282,782
|
69,869 (9)
|
1,888,527
|
|
2018
|
340,926
|
-
|
410,801
|
436,966
|
241,714
|
53,689 (10)
|
1,484,097
|
|
Rachel Prishkolnik –
VP General Counsel and Corporate Secretary
|
2020
|
352,668
|
-
|
327,384
|
635,498
|
261,010
|
55,694 (11)
|
1,632,254
|
2019
|
395,605
|
-
|
436,436
|
437,487
|
257,310
|
60,808 (12)
|
1,587,646
|
|
2018
|
281,399
|
-
|
248,155
|
527,173
|
198,292
|
46,718 (13)
|
1,301,737
|
|
Yoav Galin –
VP Research and Development
|
2020
|
352,668
|
-
|
327,384
|
635,498
|
232,252
|
58,336 (14)
|
1,606,138
|
2019
|
395,605
|
-
|
436,436
|
437,487
|
254,600
|
67,757 (15)
|
1,591,885
|
|
2018
|
313,868
|
-
|
410,801
|
436,966
|
210,688
|
52,303 (16)
|
1,424,626
|
|
Uri Bechor –
Chief Operating Officer
|
2020
|
385,526
|
-
|
327,384
|
635,498
|
282,884
|
63,044 (17)
|
1,694,336
|
2019
|
145,745
|
287,191
|
-
|
850,045
|
94,391
|
23,100 (18)
|
1,400,472
|
(1)
|
We paid the amounts reported for each NEO in New Israeli Shekels. We have translated amounts paid in New
Israeli Shekels into U.S. dollars at the foreign exchange rate published by the Bank of Israel as of the date of payment.
|
(2)
|
Represents the cash payment for a sign on bonus earned in connection with commencement of employment.
|
(3)
|
The amounts in this column represent the aggregate grant date fair value of the equity-based awards granted
to our NEOs, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the equity-based awards in Note 2z to the audited
consolidated financial statements included in our Annual Report on Form 10-K/A filed on February 19, 2021. There can be no assurance that these awards will vest or will be exercised (in which case no
value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value.
|
(4)
|
Represents the cash bonuses earned pursuant to our annual cash incentive program. For more information, see
the discussion in the CD&A under the caption Annual Cash Incentive Compensation.
|
(5)
|
Includes a $39,745 contribution by the Company to Mr. Lando’s severance fund and $36,440 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(6)
|
Includes a $42,149 contribution by the Company to Mr. Lando’s severance fund and $36,851 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(7)
|
Includes a $28,399 contribution by the Company to Mr. Lando’s severance fund and $27,738 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(8)
|
Includes a $32,965 contribution by the Company to Mr. Faier’s severance fund and $30,608 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance
|
(9)
|
Includes a $35,185 contribution by the Company to Mr. Faier’s severance fund and $34,684 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance
|
(10)
|
Includes a $27,179 contribution by the Company to Mr. Faier’s severance fund and $26,510 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(11)
|
Includes a $29,377 contribution by the Company to Ms. Prishkolnik’s severance fund and $26,317 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(12)
|
Includes a $32,110 contribution by the Company to Ms. Prishkolnik’s severance fund and $28,698 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(13)
|
Includes a $22,608 contribution by the Company to Ms. Prishkolnik’s severance fund and $24,110 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(14)
|
Includes a $29,377 contribution by the Company to Mr. Galin’s severance fund and $28,959 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(15)
|
Includes a $34,409 contribution by the Company to Mr. Galin’s severance fund and $33,348 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(16)
|
Includes a $26,145 contribution by the Company to Mr. Galin’s severance fund and $26,158 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(17)
|
Includes a $32,114 contribution by the Company to Mr. Bechor’s severance fund and $30,930 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
(18)
|
Includes a $10,959 contribution by the Company to Mr. Bechor’s severance fund and $12,141 in aggregate
Company contributions to pension and Israeli recreational funds and a recuperation allowance.
|
Name
|
Equity Award Grant Date
|
Estimated Future Payouts under Non- Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
|
All Other Option Awards: Number of Securities Underlying Options
|
Exercise or Base Price of Option Awards ($/Share)
|
Grant Date Fair Value of Stock & Option Awards ($)(1)
|
||
Threshold
($)
|
Target
($)(2)
|
Maximum
($)
|
||||||
Zivi Lando
|
625,000 | |||||||
01/02/2020
|
|
|
|
19,011
|
101.81
|
1,019,977
|
||
01/02/2020 | 19,447 |
1,979,899
|
||||||
Ronen Faier
|
336,667 | |||||||
01/02/2020 | 7,667 | 101.81 |
411,349
|
|||||
01/02/2020 | 7,844 |
798,598
|
||||||
Rachel Prishkolnik
|
283,333 | |||||||
01/02/2020 | 6,102 | 101.81 |
327,384
|
|||||
01/02/2020 | 6,242 |
635,498
|
||||||
Yoav Galin
|
|
283,333 | ||||||
01/02/2020 | 6,102 | 101.81 |
327,384
|
|||||
01/02/2020 | 6,242 |
635,498
|
||||||
Uri Bechor
|
320,000 | |||||||
01/02/2020 | 6,102 | 101.81 |
327,384
|
|||||
01/02/2020 | 6,242 |
635,498
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of the equity-based awards granted to our
NEOs, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these equity-based awards in Note 2z to the audited
consolidated financial statements included in our Annual Report on Form 10-K/A filed on February 19, 2021. There can be no assurance that these awards will vest or will be exercised (in which case
no value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value.
|
(2)
|
The Non-Equity Incentive Plan does not include any thresholds or a maximum cap for the Non-Equity Incentive Awards;
provided, however, that the Named Executive Officers would not be entitled to any payment if each of the Financial Goals under the plan were not achieved at 70% and a positive net income had not
been achieved.
|
Zvi Lando
|
2,223
|
—
|
$17.14
|
August 23, 2026
|
—
|
—
|
10,237
|
2,560 (1)
|
$14.85
|
February 14, 2027
|
—
|
—
|
|
9,861
|
6,163 (2)
|
$38.05
|
January 2, 2028
|
—
|
—
|
|
27,665
|
15,562 (3)
|
$36.15
|
January 2, 2029
|
—
|
—
|
|
19,011
|
15,447 (4)
|
$101.81
|
January 2, 2030
|
—
|
—
|
|
—
|
—
|
—
|
—
|
1,385 (5)
|
$441,981
|
|
—
|
—
|
—
|
—
|
3,589 (6)
|
$1,145,322
|
|
—
|
—
|
—
|
—
|
8,558 (7)
|
$2,731,029
|
|
—
|
—
|
—
|
—
|
15,801 (8)
|
$5,042,415
|
Rachel Prishkolnik |
1,491
|
1,491 (1)
|
$14.85
|
February 14, 2027
|
—
|
—
|
3,723
|
3,723 (2)
|
$38.05
|
January 2, 2028
|
—
|
—
|
|
22,007
|
12,379 (3)
|
$36.15
|
January 2, 2029
|
—
|
—
|
|
6,102
|
4,958 (4)
|
$101.81
|
January 2, 2030
|
—
|
—
|
|
—
|
—
|
—
|
—
|
807 (5)
|
$257,530
|
|
—
|
—
|
—
|
—
|
2,760 (6)
|
$880,771
|
|
—
|
—
|
—
|
—
|
2,517 (9)
|
$803,225
|
|
—
|
—
|
—
|
—
|
6,808 (7)
|
$2,172,569
|
|
—
|
—
|
—
|
—
|
5,072 (8)
|
$1,618,577
|
Yoav Galin |
12,499
|
—
|
$5.01
|
October 29, 2024
|
—
|
—
|
8,400
|
—
|
$25.09
|
August 19, 2025
|
—
|
—
|
|
17,784
|
—
|
$17.14
|
August 23, 2026
|
—
|
—
|
|
40,948
|
2,560 (1)
|
$14.85
|
February 14, 2027
|
—
|
—
|
|
19,721
|
6,613 (2)
|
$38.05
|
January 2, 2028
|
—
|
—
|
|
22,007
|
12,379 (3)
|
$36.15
|
January 2, 2029
|
—
|
—
|
|
6,102
|
4,958 (4)
|
$101.81
|
January 2, 2030
|
—
|
—
|
|
—
|
—
|
—
|
—
|
1,385 (5)
|
$441,981
|
|
—
|
—
|
—
|
—
|
3,589 (6)
|
$1,145,322
|
|
—
|
—
|
—
|
—
|
6,808 (7)
|
$2,172,569
|
|
—
|
—
|
—
|
—
|
5,072 (8)
|
$1,618,577
|
Uri Bechor |
6,102
|
4,958 (4)
|
$101.81
|
January 2, 2030
|
—
|
—
|
—
|
—
|
—
|
—
|
8,179 (10)
|
$2,610,082
|
|
—
|
—
|
—
|
—
|
5,072 (8)
|
$1,618,577
|
*
|
The market value of shares or units of stock that have not vested is based on the number of shares or units of
stock that have not vested multiplied by the closing price of
our common stock on the last trading day of the year ended December 31, 2020 ($319.12).
|
(1)
|
The shares subject to the stock option vest over a four year period commencing February 28, 2017, with 1/16 of the
shares vesting quarterly thereafter.
|
(2)
|
The shares subject to the stock option vest over a four year period commencing February 28, 2018 with 1/16 of the
shares vesting quarterly thereafter.
|
(3)
|
The shares subject to the stock option vest over a four year period commencing February 28, 2019 with 1/16 of the
shares vesting quarterly thereafter.
|
(4)
|
The shares subject to the stock option vest over a four year period commencing February 28, 2020 with 1/16 of the
shares vesting quarterly thereafter.
|
(5)
|
The shares subject to the RSU vest over a four-year period commencing on February 28, 2017, with 1/16 of the shares
vesting quarterly thereafter.
|
(6)
|
The shares subject to the RSU vest over a four-year period commencing on February 28, 2018, with 1/16 of the shares
vesting quarterly thereafter.
|
(7)
|
The shares subject to the RSU vest over a four-year period commencing on February 28, 2019, with 1/16 of the shares
vesting quarterly thereafter.
|
(8)
|
The shares subject to the RSU vest over a four-year period commencing on February 28, 2020, with 1/16 of the shares
vesting quarterly thereafter.
|
(9)
|
The shares subject to the RSU vest over a four-year period commencing on November 30, 2018, with 1/16 of the shares
vesting quarterly thereafter.
|
(10)
|
The shares subject to the RSU vest over a four-year period commencing on November 30, 2019, with 1/16 of the shares
vesting quarterly thereafter.
|
|
Option Awards
|
Stock Awards
|
||
Name:
|
Number of Shares
Acquired on Exercise
|
Value Realized upon
Exercise ($)(1)
|
Number of Shares
Acquired on Vesting
|
Value Realized on
Vesting ($)(2)
|
Zivi Lando
|
66,980
|
$5,270,952
|
17,632
|
$3,449,409
|
Ronen Faier
|
93,471
|
$15,984,109
|
15,456
|
$2,976,914
|
Rachel Prishkolnik
|
24,122
|
$2,816,893
|
11,920
|
$2,307,265
|
Yoav Galin
|
-
|
-
|
14,377
|
$2,760,675
|
Uri Bechor
|
-
|
-
|
3,896
|
$1,039,730
|
(1)
|
The value realized on exercise is calculated as the difference between (A) either (i) the actual sales price of the shares
underlying the options exercised if the shares were immediately sold upon exercise or (ii) the closing price of the shares underlying options exercised if the shares were not immediately sold
after exercise and (B) the applicable exercise price of the options.
|
(2)
|
The value realized on vesting is calculated by multiplying (A) the closing price of a common share on the
vesting date and (B) the number of shares acquired on vesting before withholding taxes.
|
Zivi Lando
|
Termination
upon Death
of Employee ($)
|
Termination
for Cause ($)
|
Resignation by the Employee or Termination without Cause by the Company ($)
|
Termination w/o Cause within 12 months of Change in Control ($)
|
Base Salary
|
-
|
-
|
144,635
|
144,635
|
Israeli Social Benefits
|
-
|
-
|
22,023
|
22,023
|
Equity Grants Vesting (1)(2)
|
-
|
-
|
3,234,952
|
19,632,279
|
Accrued Vacation Pay
|
347,648
|
347,648
|
347,648
|
347,648
|
Total
|
347,648
|
347,648
|
3,749,258
|
20,146,585
|
(1)
|
The value realized is based on the difference between the exercise price of the stock options and the closing
price of our common stock on the last trading day of the year ended December 31, 2020, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our
common stock on the last trading day of the year ended December 31, 2020.
|
(2)
|
The NEO is entitled to continued vesting of outstanding equity awards during any required notice period.
|
1
|
The potential payments detailed in the tables below are displayed in USD, whereas the Company pays its NEOs’ salaries in New
Israeli Shekels (NIS), and therefore, actual payments may change due to exchange rate fluctuations.
|
Ronen Faier
|
Termination
upon Death
of Employee ($)
|
Termination
for Cause ($)
|
Resignation by the Employee or Termination without Cause by the Company ($)
|
Termination w/o Cause within 12 months of Change in Control ($)
|
Base Salary
|
-
|
-
|
120,840
|
120,840
|
Israeli Social Benefits
|
-
|
-
|
18,816
|
18,816
|
Equity Grants Vesting (1)(2)
|
-
|
-
|
2,849,836
|
14,620,989
|
Accrued Vacation Pay
|
208,206
|
208,206
|
208,206
|
208,206
|
Total
|
208,206
|
208,206
|
3,197,698
|
14,968,851
|
(1)
|
The value realized is based on the difference between the exercise price of the stock options and the closing
price of our common stock on the last trading day of the year ended December 31, 2020, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common
stock on the last trading day of the year ended December 31, 2020.
|
(2)
|
The NEO is entitled to continued vesting of outstanding equity awards during any required notice period.
|
Rachel Prishkolnik
|
Termination
upon Death
of Employee ($)
|
Termination
for Cause ($)
|
Resignation by the Employee or Termination without Cause by the Company ($)
|
Termination w/o Cause within 12 months of Change in Control ($)
|
Base Salary
|
-
|
-
|
109,332
|
109,332
|
Israeli Social Benefits
|
-
|
-
|
16,637
|
16,637
|
Equity Grants Vesting (1)(2)
|
-
|
-
|
2,034,580
|
11,813,070
|
Accrued Vacation Pay
|
154,606
|
154,606
|
154,606
|
154,606
|
Total
|
154,606
|
154,606
|
2,315,155
|
12,093,645
|
(1)
|
The value realized is based on the difference between the exercise price of the stock options and the closing price
of our common stock on the last trading day of the year ended December 31, 2020, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on
the last trading day of the year ended December 31, 2020.
|
(2)
|
The NEO is entitled to continued vesting of outstanding equity awards during any
required notice period.
|
Yoav Galin
|
Termination
upon Death
of Employee ($)
|
Termination
for Cause ($)
|
Resignation by the Employee or Termination without Cause by the Company ($)
|
Termination w/o Cause within 12 months of Change in Control ($)
|
Base Salary
|
-
|
-
|
109,332
|
109,332
|
Israeli Social Benefits
|
-
|
-
|
17,208
|
17,208
|
Equity Grants Vesting (1)(2)
|
-
|
-
|
2,634,228
|
12,469,923
|
Accrued Vacation Pay
|
527,152
|
527,152
|
527,152
|
527,152
|
Total
|
527,152
|
527,152
|
3,287,920
|
13,123,615
|
(1)
|
The value realized is based on the difference between the exercise price of the stock options and the closing price
of our common stock on the last trading day of the year ended December 31, 2020, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on
the last trading day of the year ended December 31, 2020.
|
(2)
|
The NEO is entitled to continued vesting of outstanding equity awards during any required notice period.
|
Uri Bechor
|
Termination
upon Death
of Employee ($)
|
Termination
for Cause ($)
|
Resignation by the Employee or Termination without Cause by the Company ($)
|
Termination w/o Cause within 12 months of Change in Control ($)
|
Base Salary
|
-
|
-
|
237,014
|
237,014
|
Israeli Social Benefits
|
-
|
-
|
37,784
|
37,784
|
Equity Grants Vesting (1)(2)
|
-
|
-
|
849,464
|
5,306,082
|
Accrued Vacation Pay
|
38,883
|
38,883
|
38,883
|
38,883
|
Total
|
38,883
|
38,883
|
1,163,145
|
5,619,763
|
(1)
|
The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the
last trading day of the year ended December 31, 2020, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on the last trading day of the
year ended December 31, 2020.
|
(2)
|
The NEO is entitled to continued vesting of outstanding equity awards during any required notice period.
|
Position
|
Annual Retainer
Effective January 1, 2020 ($)
|
Annual Retainer
Effective April 1, 2020
|
Chairman of the Board
|
60,000
|
48,000
|
Board Member
|
55,000
|
44,000
|
Audit Committee Chair
|
32,500
|
26,000
|
Compensation Committee Chair
|
22,500
|
18,000
|
Nominating and Corporate Governance Committee Chair
|
15,000
|
12,000
|
Audit Committee Non-Chair Member
|
12,500
|
10,000
|
Compensation Committee Non-Chair Member
|
7,500
|
6,000
|
Nominating and Corporate Governance Committee Non-Chair Member
|
5,000
|
4,000
|
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
|
Total ($)
|
Nadav Zafrir
|
101,083
|
155,008 (1)
|
256,091
|
Dan Avida (2)
|
43,875
|
155,008 (1)
|
198,883
|
Yoni Cheifetz (3)
|
-
|
155,008 (1)
|
155,008
|
Marcel Gani
|
74,375
|
155,008 (1)
|
229,383
|
Doron Inbar
|
63,750
|
155,008 (1)
|
218,758
|
Avery More
|
78,625
|
155,008 (1)
|
233,633
|
Tal Payne
|
57,375
|
155,008 (1)
|
212,383
|
(1)
|
Represents the grant date fair value of 1,211 restricted stock units granted to each director on May 18, 2020, calculated in
accordance with U.S. GAAP. All units will become fully vested on May 17, 2021. The grant date fair value is based on $128.0 per share, the closing price of our share on the grant date subject to
continued service through such date. As of December 31, 2020, each director held 1,211 unvested restricted stock units except for Mr. Zafrir who held 2,392 unvested estricted stock units.
|
(2)
|
Mr. Avida resigned as a member of our Board as of September 1, 2020. The stock award
granted to him in 2020 was cancelled upon his resignation.
|
(3)
|
Mr. Cheifetz has waived his right to receive cash fees.
|
Reconciliation of GAAP to Non-GAAP Net income
Year ended
|
||
December 31, 2020
|
December 31, 2019 | |
Net income attributable to Solaredge Technologies Inc. (GAAP)
|
140,322
|
146,549
|
Cost of product adjustment
|
313
|
1,556
|
Stock-based compensation
|
67,309
|
41,889
|
Amortization and depreciation of acquired assets
|
11,777
|
10,764
|
Acquisition related expenses
|
----
|
949
|
Assets disposal
|
1,207
|
622
|
Other operating (income) expenses
|
(3,429)
|
30,696
|
Notes due 2025
|
3,185
|
----
|
Non cash interest
|
4,887
|
3,645
|
Currency fluctuation related to lease standard
|
2,274
|
2,591
|
Deferred taxes
|
(3,434)
|
(6,037)
|
Net income attributable to Solaredge Technologies Inc. (Non-GAAP)
|
224,411
|
233,224
|
Reconciliation of GAAP to Non-GAAP Net income
Year ended
|
||
December 31, 2020 | December 31, 2019 | |
Net diluted earnings per share (GAAP)
|
2.66
|
2.90
|
Cost of product adjustment
|
----
|
0.02
|
Nonvested PSUs
|
----
|
----
|
Stock-based compensation
|
1.20
|
0.68
|
Amortization and depreciation of acquired assets
|
0.21
|
0.22
|
Acquisition related expenses
|
----
|
0.02
|
Assets disposal
|
0.03
|
0.01
|
Other operating (income) expenses
|
(0.07)
|
0.59
|
Notes due 2025
|
0.02
|
----
|
Non cash interest
|
0.08
|
0.07
|
Currency fluctuation related to lease standard
|
0.05
|
0.05
|
Deferred taxes
|
(0.07)
|
(0.12)
|
Net diluted earnings per share (Non-GAAP)
|
4.11
|
4.44
|
|
|
D50960-P51715
|
|
|
VOTE BY INTERNET
|
Before The Meeting - Go to www.proxyvote.com
|
|
SOLAREDGE TECHNOWGIES, INC.
1 HAIMDA ST.
HERZLIYA PITUACH 4673335
ISRAEL
|
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern
Time on May 31, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction
form.
|
|
|
During The Meeting - Go to www.virtualshareholdermeeting.com/SEDG2021
|
|
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked
by the arrow available and follow the instructions.
|
|
VOTE BY PHONE - 1-800-690-6903
|
|
Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Time on May 31,
2021. Have your proxy card in hand when you call and then follow the instructions.
|
|
VOTE BY MAIL
|
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it
to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
D50959-P51715
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION ONLY
|
SOLAREDGE TECHNOLOGIES, INC.
|
|
|
|
|
|
|
|
|
|||||||
|
Company Proposals
|
|
|
|
|
|
|
|
|
||||||
The Board of Directors recommends you vote FOR each
|
|||||||||||||||
of the following nominees:
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of Directors
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees:
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.a
|
|
Nadav Zafrir
|
|
☐
|
☐
|
☐
|
|
|
|
|
|
|
1.b |
Avery More
|
☐ | ☐ | ☐ | |||||||||||
1.c |
Zvi Lando
|
☐ | ☐ | ☐ | |||||||||||
The Board of Directors recommends you vote FOR Proposals 2 and 3.
|
For | Against | Abstain | ||||||||||||
|
|
|
|||||||||||||
2.
|
Ratification of appointment of EY as independent registered public accounting firm for the year ending December
31, 2021.
|
☐
|
☐
|
☐
|
|||||||||||
3. |
Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the
"Say-on-Pay Proposal").
|
☐
|
☐
|
☐
|
|||||||||||
NOTE: Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
|
|||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or
other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or
partnership name by authorized officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
|