SOLAREDGE TECHNOLOGIES, INC.
For the period ended Apr 21, 2025. Filed Apr 21, 2025.
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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 21, 2025 · Filed Apr 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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 Under §240.14a-12 |
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SolarEdge Technologies, Inc.
(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 |
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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 |
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April 21, 2025
To Our Shareholders
Dear fellow shareholders,
SolarEdge is a global leader in renewable energy solutions, recognized for its innovation, engineering excellence, and strong customer relationships. Despite our recent challenges, I believe the long-term potential in solar, storage, and energy management has never been stronger.
In my initial months with SolarEdge, I have I've spent my time diving into the business, listening to customers and connecting with our global team. My learnings have highlighted both our strengths and the necessary changes to drive future success.
Our mission is to develop and scale renewable energy technologies that improve the way we generate, manage, store and use electrical power in every aspect of our lives. This mission is especially critical today, given the rapidly increasing demand for electricity worldwide.
SolarEdge is well-positioned to lead this market, thanks to our innovative technology, brilliant people, loyal distributors, and over 70,000 installer partners. Millions of homes and businesses benefit from the clean electricity that our systems generate every day, and we are determined to enhance that value.
But we have work to do. Our recent financial performance has been disappointing to our shareholders and employees, and we recognize we need to significantly change the way we operate to regain customer trust, extend our technological leadership, and return to growth.
To drive this turnaround, I have identified four key priorities:
**1.**Strengthening Our Financials: We are focused on disciplined cash management, inventory reduction and a continued pivot to U.S. manufacturing. We believe our return to profitability will be driven by a relentless focus on operational efficiency, and by focusing on core projects, markets and product lines.
**2.**Regaining Market Share: In November 2024 we launched a campaign to partner with our channel customers in Europe and International Markets to bring more attractive offerings to installers, help our distribution partners reduce their inventory levels, attract new customers, and grow share. More recently, we have simplified our go-to-market structure to enhance agility and flattened the organization to get closer to our customers. We are reinforcing our core value proposition: providing industry-leading hardware and software solutions that enhance energy generation and increase the ROI of our customers.
**3.**Accelerating Innovation: We are prioritizing advancements in energy management software and expanding our residential and commercial product lines to ensure that we remain at the forefront of smart energy solutions. As previously disclosed, our next generation residential portfolio, called Nexis, is expected to begin rolling out in late 2025. We believe this new platform will allow us to be more competitive in the marketplace: it generates more energy, shortens installation and commissioning times, addresses additional market segments, and reduces our cost structure.
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**4.**Ramping Up U.S. Manufacturing: We are proud to be contributing to the renaissance of high-tech manufacturing in the United States through our production of inverters, optimizers, and batteries in several locations across the country. The ramp up of our activities has created nearly 2,000 jobs and enables us to provide a reliable source of American-manufactured products for our customers.
We have a pivotal year ahead of us. Our board of directors, executive leadership team and the whole of our company are committed to getting back to our roots of passion for innovation, implementing best in class execution across our operations, moving quickly and making decisive decisions to right-size the company for a sustainable future. By doing so, we will accelerate our turnaround and position SolarEdge to reach its exciting full potential as a leader in solar, storage and smart energy management in the years to come.
Thank you for your continued support. I look forward to sharing our progress in the coming quarters.
Sincerely,
Shuki NirCEO1 HaMada Street, Herziliya Pituach, Israel
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Notice Of Annual Meeting
Of Stockholders
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of SolarEdge Technologies, Inc. (the “Company”) will be held at 12455 Research Blvd., Austin, TX 78759 on June 3, 2025, at 9 am Central Daylight Time, for the following purposes:
| ● | To elect the six director nominees named in the Proxy Statement as directors of the Company to hold office for a one-year term until the 2026 Annual Meeting of Stockholders and until their respective successors have been elected and qualified, or until their 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, 2025. |
| ● | 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 approve the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law. |
| ● | 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, 2025, 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 2024 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 2024 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. Last year, we donated $1,000 on behalf of stockholders that elected to go paperless. 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.
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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.
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 have been made available to our stockholders on or about April 21, 2025.
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 DirectorsDalia LitayChief Legal Officer & Corporate Secretary 1 HaMada Street, Herziliya Pituach, Israel
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 3, 2025: This Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report are available on the Internet atwww.proxyvote.com.
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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 2024 Annual Report on Form 10-K before voting.
Meeting Agenda and Voting Recommendations
| Item · Proposal · Board Voting Recommendation · Page Reference | ||||
|---|---|---|---|---|
| 1 | Election of directors: | ✔ For Each Nominee | 5 | |
| Nominees | ||||
| 1a. Betsy Atkins | ||||
| 1b. Yoram Tietz | ||||
| 1c. Gilad Almogy | ||||
| 1d. Avery More | ||||
| 1e. Nadav Zafrir | ||||
| 1f. Shuki Nir | ||||
| 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, 2025 | For | 30 | |
| 3 | Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). | For | 32 | |
| 4 | Approval of the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law | For | 33 | |
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, and grid services solutions.
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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 2024, as in recent years, the long-term award mix under the annual equity incentive program was comprised 50% of performance stock units (“PSUs”) and 50% of time-based restricted stock units (“RSUs”).
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Corporate Governance Highlights
Board and Committee Practices
| ● | 8/9 directors (88%) are independent |
| ● | 2/9 of our Board members (22.2%) are women and 77.8% are men1 |
| ● | Balanced Board composition of tenure, skills, experience and background |
| ● | 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
| ● | Clawback policy covering both cash and equity incentive-based compensation |
| ● | 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 sustainability 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 with each stockholder having 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 |
| ● | Relative and absolute stock price-based performance goals are established by our Compensation Committee under our equity compensation program to align executive and stockholder interests. |
1 As of this date of this proxy statement.
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| Proposal No. 1 Election Of Directors | 5 |
|---|---|
| Nominees for election or reelection | 6 |
| Continuing Directors | 10 |
| Director Skills, Experience and Background | 11 |
| Skills and Expertise | 11 |
| Board Composition | 12 |
| Directors and Corporate Governance | 13 |
| Board Independence | 13 |
| Leadership Structure and succession planning | 14 |
| Principles of Corporate Governance | 14 |
| Board Meetings | 14 |
| The Board’s Role in Risk Oversight | 15 |
| Risk Oversight | 15 |
| Sustainability Strategy and Oversight | 15 |
| Oversight of Cybersecurity and Data Privacy Risks | 15 |
| Board Committees | 16 |
| Audit Committee | 16 |
| Compensation Committee | 17 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Nominating and Corporate Governance Committee | 18 |
| Technology Committee | 19 |
| Policy Regarding Stockholder Recommendations | 20 |
| Director Compensation | 21 |
| Stockholder Engagement and Communication | 23 |
| 2024 Engagement Topics | 23 |
| Communications with the Board | 24 |
| Corporate Sustainable Strategy | 25 |
| The Safety of our People | 27 |
| Code of Conduct and Ethical Business Conduct | 27 |
| Insider Trading & Anti-hedging/Pledging Policies | 28 |
| Political Involvement | 28 |
| Human Capital Development | 28 |
| Community Engagement | 29 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025 | 30 |
|---|---|
| Audit and Related Fees | 30 |
| Proposal No. 3 Say-On-Pay | 32 |
| Proposal No. 4 Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law | 33 |
| Equity Compensation Plan Information | 37 |
| Employee Stock Purchase Plan | 37 |
| Executive Officers | 38 |
| Executive Compensation | 39 |
| Compensation Discussion And Analysis | 39 |
| Company Named Executive Officers | 39 |
| Compensation Strategy | 40 |
| Compensation Objectives and Guiding Principles | 40 |
| Compensation Governance Highlights | 41 |
| Elements of Compensation | 44 |
| Implementing Compensation Objectives | 45 |
| Determining Compensation | 45 |
| Role of Compensation Committee and Management | 45 |
| Role of Compensation Consultants | 45 |
| Compensation Peer Group | 46 |
| 2024 Peer Group | 46 |
| 2025 Peer Group | 47 |
| 2024 Pay Positioning | 47 |
| Results of 2024 Advisory Vote to Approve Executive Compensation | 47 |
| Compensation-Related Governance Policies | 48 |
| Clawback Policy | 48 |
| Stock Ownership and Holding Guidelines | 48 |
| Compensation of the Named Executive Officers | 49 |
| Base Salary | 49 |
| Annual Cash Incentive Compensation | 50 |
| Equity Compensation | 51 |
| Other Compensation | 52 |
| Tax Deductibility of Compensation | 52 |
| Compensation Committee Report | 53 |
| Compensation Risk | 54 |
| Summary Compensation Table | 54 |
| 2024 Grants of Plan-Based Awards | 55 |
|---|---|
| Executive Compensation Table Narrative | 56 |
| Employment Agreements | 56 |
| Outstanding Equity Awards at December 31, 2024 | 58 |
| 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, 2024 | 61 |
| 2024 CEO Pay Ratio | 61 |
| 2024 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 Revenue | 64 |
| Financial Performance Measures | 65 |
| Transactions with Related Persons | 66 |
| Review, Approval, or Ratification of Transactions with Related Persons | 66 |
| Fiscal Year 2024 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 | 70 |
| 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 2026 Annual Meeting | 71 |
| Directors’ Attendance At Annual Stockholder Meetings | 72 |
| Other Business | 72 |
| Where You Can Find More Information | 72 |
| APPENDIX A | 73 |
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 2024 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 sustainability and corporate responsibility initiatives and goals are aspirational and may change. Statements regarding our initiatives and 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.