SOLAREDGE TECHNOLOGIES INC
For the period ended Apr 26, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 26, 2024 · Filed Apr 26, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
ii
April 26, 2024
To Our Stockholders
We are excited to invite you to attend the 2024 in-person Annual Meeting of Stockholders (the “Annual Meeting”) of SolarEdge Technologies, Inc. (the “Company”) at the Company offices located at 700 E Tasman Dr, Milpitas, CA 95035 at 9 am Pacific Daylight Time on June 5, 2024. Beneficial owners should review their voting instruction form or Notice of Internet Availability of Proxy Materials for how to vote in advance of and participate in the Annual Meeting.
The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
2023 Highlights
2023 was a year with significant change in the solar industry. In particular, the first half of the year was characterized by both a high demand for products and challenges in meeting the growth in the market. In the second half of 2023, we experienced a slowdown in demand for our products which was a result of slowed market demand in the third quarter of 2023 as distributors began to take actions to reduce inventory levels. In particular, beginning in the second part of the third quarter of 2023, we experienced substantial unexpected cancellations and push outs of an existing backlog from our European distributors. This trend continued in the fourth quarter of 2023. As such, the Company made plans to reduce costs such as shutting down certain manufacturing facilities and reducing headcount. The Company remains focused on clean energy solutions and delivering long term value for our stockholders while continuing to invest in our solar and non-solar growth strategies.
Despite a challenging year, below are some noteworthy accomplishments from the past year:
| • | Annual revenues from the solar segment of $2.8 billion. |
| • | GAAP annual revenue of $3.0 billion. |
| • | Shipments of 12.6 GW of systems in 2023. |
| • | First installations of SolarEdge TerraMaxTM 330kW inverter for ground mount and community solar applications. |
| • | Release of SolarEdge ONE, an energy management and optimization software for residential applications, helping homeowners to optimize their energy usage and savings by automatically managing solar production, storage, EV charging and other high energy consumption appliances. |
| • | Opening of a new factory in Austin Texas for manufacturing of U.S. Made SolarEdge Home Hub inverters. |
| • | Surpassing 125 million power optimizers and 5.6 million inverters shipped ever. |
Commitment to Best Governance Practices -
In response to stockholder feedback and as part of our ongoing commitment to best governance practices, at last year’s Annual Meeting, our stockholders approved amendments to our certificate of incorporation to declassify the Board starting with this Annual Meeting and remove supermajority voting provisions related to stockholder approval of any bylaw amendments and certain provisions of our certificate of incorporation. This change brings our governance practices in line with companies of our size and stature and is responsive to stockholder input.
Continued Commitment to Sustainability -
In 2023, we made significant progress in our Environmental, Social and Governance (ESG) practices and disclosure. We published our fifth annual sustainability report, in reference to GRI (Global Reporting Initiative) and in reference to SASB (Sustainability Accounting Standards Board) standards. The report discloses our progress toward various sustainability targets and expanded on our efforts in fields such as energy and water use efficiency, employee development, community outreach and others. Our ESG practices have received growing external recognition, with high scores in several well-known rankings (which are posted on our website), including our recent inclusion in the ‘Corporate Knights' 2024 Global Most Sustainable list.
iii
Promoting Gender Equality and Commitment to Transparency -
We are committed to providing equal employment opportunities, including making significant efforts to enhance gender equality and inclusiveness in our global workforce and to overcome the existing challenges of gender inequality in the tech sector. As part of this commitment, we maintained partnerships with NGOs to enhance our pool of female candidates for tech roles and encouraged more women to take up tech-related careers.
Additionally, we conducted an annual analysis of our gender pay gap for the majority of the workforce, aiming to identify and work on closing any gaps, and we launched a global internal Women's Day campaign called "Towards Gender Equality". The campaign included lectures by women in executive roles from SolarEdge and other global businesses to empower and inspire women. We also helped foster mentoring relationships among our female employees and managers across various professional fields and geographical regions within SolarEdge.
Your vote is important to us. Regardless of whether you plan to participate in the Annual Meeting in person, we hope you will vote as soon as possible to ensure that your shares are represented.
We look forward to speaking with you at the meeting.Sincerely, Zvi LandoChief Executive Officer andMember of the Board of Directors
iv
1 HaMada Street, Herziliya, Israel
Notice Of Annual Meeting
Of Stockholders
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of SolarEdge Technologies, Inc. (the “Company”) will be held at 700 Tasman Dr. Milpitas, CA 95035 on June 5, 2024, at 9 am Pacific Daylight Time, for the following purposes:
| • | To elect each of the three director nominees named in the Proxy Statement as Class III directors of the Company to hold office for a one-year term until the 2025 Annual Meeting of Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. |
| • | To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as our independent registered public accounting firm for the year ending December 31, 2024. |
| • | To approve, on an advisory and non-binding basis, the compensation of our named executive officers (commonly referred to as a “Say-on-Pay” vote). |
| • | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
Only stockholders of record at the close of business on April 8, 2024 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.
As part of our desire to operate more sustainably, we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing a Notice of Internet Availability of our Proxy Materials to many of our stockholders (the “Notice”) instead of a paper copy of this proxy statement and our 2023 Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2023 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive the Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. By employing this distribution process, we strive to conserve natural resources and reduce the resources involved in printing and distributing our proxy materials.
E-Delivery
In addition, the Notice provides information regarding how you may request to receive proxy materials electronically by email on an ongoing basis. The Company will make a $1.00 charitable contribution to Conservation International on behalf of each stockholder who signs up for electronic delivery. Last year, we donated $1,000 on behalf of stockholders that elected to go paperless. We hope to exceed this contribution this year. For those stockholders who previously requested to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, you will receive those materials as you requested.
Stockholders of record may vote in advance of the Annual Meeting by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or Notice.
v
Beneficial owners should review these proxy materials and their voting instruction card or Notice for how to vote in advance of and participate in the Annual Meeting. For 10 days before the meeting, the list of stockholders entitled to vote at the Annual Meeting shall be available for examination by stockholders at the principal place of business of the Company at 1 HaMada St., Herzliya, Israel.
The Notice and the proxy materials are expected to be made available to our stockholders on or about April 26, 2024.
Whether or not you expect to attend the meeting, we hope you will vote as soon as possible so that your shares may be represented at the meeting.
By Order of the Board of Directors Rachel PrishkolnikVice PresidentGeneral Counsel & Corporate Secretary1 HaMada Street, Herziliya Pituach, Israel
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 5, 2024: This Notice of Annual Meeting, this Proxy Statement and our 2023 Annual Report are available on the Internet atwww.proxyvote.com.
vi
Proxy Executive Summary
This summary highlights information contained elsewhere in this proxy statement.
This summary does not contain all of the information that you should consider. You should read the entire proxy statement and SolarEdge’s 2023 Annual Report on Form 10-K before voting.
Meeting Agenda and Voting Recommendations
| Item · Proposal · Board Voting Recommendation · Page Reference | ||||
|---|---|---|---|---|
| 1 | Election of each of the three director nominees named in the Proxy Statement as Class III directors: | For Each Nominee | 5 | |
| Nominees | ||||
| 1a. Zvi Lando | ||||
| 1b. Avery More | ||||
| 1c. Nadav Zafrir | ||||
| 2 | Ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as the Company’s independent registered public accounting firm for the year ending December 31, 2024 | For | 32 | |
| 3 | Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). | For | 34 | |
Our Company
SolarEdge is a global leader in smart energy technology. By leveraging world-class engineering capabilities and with a relentless focus on innovation, SolarEdge creates smart energy solutions that power our lives and drive future progress. SolarEdge developed an intelligent inverter solution that changed the way power is harvested and managed in photovoltaic (PV) systems. The SolarEdge DC optimized inverter seeks to maximize power generation while lowering the cost of energy produced by the PV system. Continuing to advance smart energy, SolarEdge addresses a broad range of energy market segments through its PV, storage, EV charging, batteries, electric vehicle powertrains, and grid services solutions.
vii
Financial Highlights and Link to Pay Decisions
How Our Compensation Program Supports Our Business Strategy
Our executive compensation program is designed to align stockholders’ interests with the Company’s performance, retain and incentivize our senior executives, drive long-term business goals and encourage responsible risk-taking. These goals are achieved by linking individual pay with the Company’s overall performance on financial and Company-wide goals as well as personal goals of our executive officers. All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-term incentive awards are designed to align executives with the Company’s long-term performance. In 2022, based on investor feedback the Company changed the mix of equity compensation granted to its executives in order to more closely tie executive compensation to performance. The Compensation Committee therefore determined to remove stock options from the Company’s long-term incentive program. As such, beginning in 2022 and continuing in 2023, the long-term award mix is comprised 50% of Performance Based Units (“PSUs”) and 50% of Restricted Stock Units (“RSUs”).
viii
Corporate Governance Highlights
Board and Committee Practices
| • | 7/8 directors (87.5%) are independent |
| • | 3/8 of our Board members (37.5%) are women |
| • | Balanced Board composition of tenure, diversity and skill |
| • | Independent Chairperson, separate from CEO |
| • | Limits on the number of boards on which our directors may serve, with no director permitted to serve on more than five public boards |
| • | Annual Board and Committee self-evaluation |
| • | Corporate Governance Committee oversight of sustainability and other governance matters |
| • | Compensation Committee oversight of human capital management strategies and policies |
Accountability and Other Governance Practices
| • | New Clawback policy adopted in 2023 |
| • | Prohibition on hedging and pledging transactions by all employees and directors |
| • | Stock ownership and share retention policy for Board members and executive officers |
| • | Annual stockholder advisory vote on executive compensation (“Say-on-Pay”) |
| • | Comprehensive Code of Conduct and other corporate policies broadly adopted throughout the Company |
| • | Responsive, active and ongoing stockholder engagement |
| • | Annual disclosure of EEO-1 data on our website and ESG reporting in reference to SASB and GRI frameworks |
| • | Quarterly reporting regarding cyber related matters to our Technology Committee |
Stockholder Rights
| • | Comprehensive stockholder outreach program |
| • | No stockholder rights plan |
| • | No dual-class share structure |
| • | Each stockholder is entitled to one vote per share |
| • | Declassification of the board and no supermajority voting provisions to amend governing documents |
Board oversight of incentive structure for executives
| • | Our Compensation Committee annually reviews and approves incentive structure, targets, and objectives in alignment with the Company’s business strategy |
| • | Financial and specific performance-based incentive targets are set by our Compensation Committee to reward financial and operational performance that advances the Company’s short- and long-term strategic goals |
| • | Continued the use of ESG-related performance goals in the overall 2023 Company performance goals in our NEO compensation program |
ix
Table of Content
| Proposal No. 1 Election Of Directors | 5 |
|---|---|
| Nominees for reelection, as Class III Directors | 6 |
| Continuing Directors | 8 |
| Director Skills Experience and Background | 12 |
| Skills and Expertise | 13 |
| Board Diversity Matrix (as of April 26, 2024) | 13 |
| Board Diversity and Refreshment | 14 |
| Directors and Corporate Governance | 15 |
| Board Independence | 15 |
| Leadership Structure and succession planning | 15 |
| Principles of Corporate Governance | 16 |
| Board Meetings | 16 |
| The Board’s Role in Risk Oversight | 17 |
| Risk Oversight | 17 |
| ESG Strategy and Oversight | 17 |
| Oversight of Cybersecurity and Data Privacy Risks | 18 |
| Board Committees | 19 |
| Audit Committee | 19 |
| Compensation Committee | 20 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| Nominating and Corporate Governance Committee | 21 |
| Technology Committee | 21 |
| Policy Regarding Stockholder Recommendations | 22 |
| Director Compensation | 23 |
| Stockholder Engagement and Communication | 25 |
| 2023 Engagement Topics | 25 |
| Communications with the Board | 26 |
| Our Sustainable Strategy | 26 |
| The safety of our people | 29 |
| Code of Conduct and Ethical Business Conduct | 29 |
|---|---|
| Political Involvement | 30 |
| Diversity and Gender Equality | 30 |
| Human Capital Development | 31 |
| Community Engagement | 31 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2024 | 32 |
| Audit and Related Fees | 32 |
| Proposal No. 3 Say-On-Pay | 34 |
| Security Ownership of Certain Beneficial Owners And Management | 35 |
| Equity Compensation Plan Information | 37 |
| Employee Stock Purchase Plan | 37 |
| Executive Officers | 38 |
| Executive Compensation | 40 |
| Compensation Discussion And Analysis | 40 |
| Compensation Strategy | 40 |
| Compensation Governance Highlights | 40 |
| Company Named Executive Officers | 41 |
| Compensation Objectives and Guiding Principles | 41 |
| Elements of Compensation | 42 |
| 2023 compensation structure | 42 |
| Implementing Compensation Objectives | 44 |
| Determining Compensation | 44 |
| Compensation Peer Group | 44 |
| 2023 Pay Positioning | 45 |
| Results of 2023 Advisory Vote to Approve Executive Compensation | 45 |
| Role of Compensation Committee and Management | 45 |
| Role of Compensation Consultants | 45 |
| Compensation-Related Governance Policies | 46 |
| Clawback Policy | 46 |
| Insider Trading & Anti-hedging/Pledging Policies | 46 |
| Stock Ownership and Holding Guidelines | 46 |
| Compensation of the Named Executive Officers | 47 |
| Base Salary | 48 |
| Annual Cash Incentive Compensation | 48 |
| Equity Compensation | 49 |
| Employment Agreements | 50 |
| Other Compensation | 50 |
| Tax Deductibility of Compensation | 51 |
| Prohibition on Hedging, Pledging and other Speculative Transactions | 51 |
| Compensation Committee Report | 52 |
| Compensation Risk | 53 |
|---|---|
| Summary Compensation Table | 53 |
| 2023 Grants of Plan-Based Awards | 55 |
| Executive Compensation Table Narrative | 56 |
| Outstanding Equity Awards at December 31, 2023 | 57 |
| Option Exercises and Stock Vested Table | 59 |
| Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control | 59 |
| Potential Payments as of December 31, 2023 | 60 |
| 2023 CEO Pay Ratio | 61 |
| 2023 Pay Versus Performance Disclosure | 62 |
| Description of Certain Relationships of Information Presented in the Pay Versus Performance Table | 63 |
| Company vs Peer Group TSR and Compensation Actually Paid | 63 |
| Compensation Actually Paid vs Net Income | 64 |
| Compensation Actually Paid vs Revenue | 65 |
| Financial Performance Measures | 65 |
| Transactions with Related Persons | 66 |
| Review, Approval, or Ratification of Transactions with Related Persons | 66 |
| Fiscal Year 2023 Transactions with Related Persons | 66 |
| Report Of the Audit Committee | 67 |
| The Meeting | 68 |
| Voting Rights, Quorum and Required Vote | 68 |
| Notice of Internet Availability of Proxy Materials | 69 |
| Voting Your Shares | 69 |
| Expenses of Solicitation | 70 |
| Revocability of Proxies | 70 |
| Delivery of Documents to Stockholders Sharing an Address | 71 |
| DELINQUENT SECTION 16(a) REPORTS | 71 |
| Stockholder Proposals for the 2025 Annual Meeting | 72 |
| Directors’ Attendance At Annual Stockholder Meetings | 72 |
| Other Business | 72 |
| Where You Can Find More Information | 73 |
| APPENDIX A | 74 |
Forward-Looking Statements and Website References
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our social, environmental and other sustainability plans and goals, made in this document are forward-looking. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2023 Annual Report on Form 10-K. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, and notwithstanding any historical practice of doing so, except as may be required by law. In addition, our environmental, social, and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met, and the inclusion of information in our sustainability reports (as discussed below), or identifying it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
Proposal No. 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.