SOLAREDGE TECHNOLOGIES, INC.
For the period ended Apr 23, 2026. Filed Apr 23, 2026.
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Apr 23, 2026 · Filed Apr 23, 2026
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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 |
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
| ☒ | Definitive Proxy Statement |
☐ Definitive Additional Materials
☐ Soliciting Material Under §240.14a-12
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 |
☐ 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
To Our Shareholders
Dear fellow shareholders,
SolarEdge is a global leader in renewable energy solutions, built on innovation, engineering excellence, and strong customer relationships. Our mission is to develop and scale technologies that improve how we generate, manage, store and use electricity at a time when global power demand is rising rapidly.
2025 was a defining year for SolarEdge. It was a year of honest self-assessment, decisive action, and tangible progress in our turnaround, including strong year-over-year revenue growth, gross margin expansion in each quarter, and a return to positive free cash flow for the full year. We also advanced our next-generation roadmap, including the Single SKU concept and initial SolarEdge Nexis shipments, and continued to ramp up U.S. manufacturing—including export of U.S.-manufactured products.
Our turnaround strategy has been grounded in four core priorities: strengthening our financial profile, gaining market share, accelerating innovation, and ramping our U.S. manufacturing capacity. These priorities are operational and measurable, and they continue to guide our decision-making across the organization as we shift from stabilizing the business to executing at scale.
First, we strengthened our financial profile through disciplined cash, cost, and working capital management. We reduced inventory for multiple consecutive quarters, streamlined and exited noncore activities and geographies, and improved operating performance quarter by quarter. Importantly, we generated positive free cash flow for the full year, a meaningful change from 2024, and ended 2025 with a healthy cash and investments position to support our growth plans.
Second, we refocused on customers and operational execution. In the U.S., we increased market share across residential, commercial and storage, supported by improved quality and service, deep relationships with third-party ownership (TPO) partners, and products designed to meet domestic content and non-FEOC requirements. In Europe, we continue to focus on prolonged channel inventory normalization, working closely with installers and distributors and rebuilding engagement, and we began to see initial share gains and improving trends as the year progressed.
Third, innovation remains central to our long-term value creation. During 2025, we introduced the Single SKU concept, a software defined platform that reduces complexity by allowing an inverter SKU to be programmed to the desired kilowatt rating in the field. We also advanced our next generation SolarEdge Nexis platform, shipping initial units and progressing toward broader rollout, alongside continued investment in software and energy management capabilities that support integrated solar, storage, EV charging, and load control solutions. We also began investing in AI data center power solutions, where power is increasingly the limiting factor for AI expansion and the industry is moving toward 800V DC architectures. Building on two decades of power electronics expertise, we are advancing a solid state transformer platform designed to convert medium voltage directly to 800V DC with very high efficiency, and we have begun engaging with potential customers and ecosystem partners.
Finally, we continued to ramp our U.S. manufacturing footprint to reinforce supply chain resilience, improve our cost’s structure, and support customers seeking American-manufactured solutions. Our footprint includes residential inverters in Texas, optimizers and commercial inverters in Florida, and batteries in Utah. We reached an important milestone by beginning to export U.S.-manufactured products to international markets.
I am extremely proud of the SolarEdge team’s continued focus on disciplined execution, strong governance, and long-term shareholder value. Over the past year, we continued to prioritize our engagement with shareholders and remained committed to governance practices that promote accountability and effective oversight. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible so your shares are represented.
While challenges remain and the external environment continues to evolve, we enter 2026 with clearer momentum and a stronger foundation. We intend to maintain the discipline we rebuilt in 2025 while shifting to an offense mindset, moving toward profitable growth, continue gaining share in our core markets, scaling Nexis, and investing in new high growth adjacencies such as AI data center power solutions.
We measure our success by building a more resilient, more profitable SolarEdge—one that earns customer trust, compounds innovation over time, and delivers sustainable long-term returns for our shareholders. On behalf of the Board of Directors and the entire SolarEdge team, thank you for your continued trust and support. We remain committed to transparent communication and rigorous execution, and we look forward to updating you on our progress in the year ahead.
Sincerely,
Shuki NirCEO 1 HaMada Street, Herziliya Pituach, Israel
**Notice Of Annual Meeting
Of Stockholders
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of SolarEdge Technologies, Inc. (the "Company") will be held at 200 Park Avenue, New York, NY 10166-0193 on June 3, 2026, at 9:00 am Eastern Time, for the following purposes:
| ● | To elect the seven director nominees named in the Proxy Statement as directors of the Company to hold office for a one-year term until the 2027 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, 2026. |
| ● | 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 6, 2026, 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 2025 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 2025 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. 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.
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 Pituach, Israel.
The Notice and the proxy materials have been made available to our stockholders on or about April 23, 2026.
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 Dalia Litay Chief 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, 2026: This Notice of Annual Meeting, this Proxy Statement and our 2025 Annual Report are available on the Internet atwww.proxyvote.com.
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 2025 Annual Report on Form 10-K (as Amended, “2025 Annual Report”) before voting.
Meeting Agenda and Voting Recommendations
| Item · Proposal · Board Voting Recommendation · Page Reference | ||||
|---|---|---|---|---|
| 1 | Election of directors: | For Each Nominee | 17 | |
| Nominees | ||||
| 1a. Avery More | ||||
| 1b. Gilad Almogy | ||||
| 1c. Betsy Atkins | ||||
| 1d. Dana Gross | ||||
| 1e. Guy Gecht | ||||
| 1f. Yehoshua (Shuki) Nir 1g. Yoram Tietz | ||||
| 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, 2026. | For | 41 | |
| 3 | Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). | For | 43 | |
| 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 | 44 | |
Our Company** **
SolarEdge is a global leader in smart energy technology that changed the way power is harvested and managed in photovoltaic (also known as PV) systems. Our direct current (“DC”), optimized inverter system maximizes power generation while lowering the cost of energy produced by the PV system for improved return on investment. Additional benefits of the DC optimized inverter system include: comprehensive and advanced safety features, improved design flexibility, efficient integration (DC coupled) with SolarEdge storage solutions, and improved operation and maintenance, with remote monitoring at the module-level. The typical SolarEdge DC optimized inverter system consists of inverters, Optimizers, a communication device which enables access to a cloud-based Monitoring Platform and, in many cases, a battery and additional smart energy management solutions and devices, such as EV chargers and load controllers. As part of our hardware sales, we also provide the energy management software which controls, manages and optimizes the energy production, storage and use of energy generated by our systems. Our solutions address a broad range of solar market segments, from residential solar installations to commercial and small utility scale solar installations.
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 business strategic goals. 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 2025, 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”).
Corporate Governance Highlights
Board and Committee Practices
| ● | 6/7 directors (86%) are independent |
| ● | 2/7 of our Board members (29%) are women and 71% 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 |
| ● | Nominating and 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 sustainability reporting in reference to SASB and GRI frameworks |
| ● | Quarterly reporting regarding cyber related matters to our Technology and Cyber 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.
| Proposal No. 1 Election Of Directors | 17 |
|---|---|
| Nominees for Election or Reelection | 18 |
| Director Skills, Experience and Background | 22 |
| Skills and Expertise | 23 |
| Board Composition | 23 |
| Directors and Corporate Governance | 24 |
| Board Independence | 24 |
| Leadership Structure and succession planning | 25 |
| Principles of Corporate Governance | 25 |
| Board Meetings | 25 |
| The Board’s Role in Risk Oversight | 26 |
| Risk Oversight | 26 |
| Sustainability Strategy and Oversight | 26 |
| Oversight of Cybersecurity and Data Privacy Risks | 26 |
| Board Committees | 27 |
| Audit Committee | 27 |
| Compensation Committee | 28 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Nominating and Corporate Governance Committee | 29 |
| Technology and Cyber Committee | 29 |
| Policy Regarding Stockholder Recommendations | 30 |
| Director Compensation | 31 |
| Stockholder Engagement and Communication | 32 |
| 2025 Engagement Topics | 33 |
| Communications with the Board | 34 |
| Corporate Social Responsibility (1) | 35 |
| The Safety of our People | 36 |
| Code of Conduct and Ethical Business Conduct | 36 |
| Insider Trading Policy & Anti-Hedging/Pledging Policies | 37 |
| Political Involvement | 37 |
| Human Capital Development | 37 |
| Community Engagement | 38 |
| Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2026 | 39 |
| Audit and Related Fees | 39 |
|---|---|
| Proposal No. 3 Say-On-Pay | 41 |
| 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 | 42 |
| Purpose and Effect of the Proposed Amendment | 42 |
| Effectiveness | 43 |
| Security Ownership of Certain Beneficial Owners and Management | 44 |
| Equity Compensation Plan Information | 45 |
| Employee Stock Purchase Plan | 46 |
| Executive Officers | 46 |
| Executive Compensation | 47 |
| Compensation Discussion And Analysis | 47 |
| Company Named Executive Officers | 48 |
| Compensation Strategy | 48 |
| Compensation Objectives and Guiding Principles | 48 |
| Compensation Governance Highlights | 49 |
| 2025 Total Target Compensation | 49 |
| Elements of Compensation | 51 |
| Implementing Compensation Objectives | 53 |
| Determining Compensation | 53 |
| Role of Compensation Committee and Management | 53 |
| Role of Compensation Consultants | 53 |
| Compensation Peer Group | 54 |
| 2025 Pay Positioning | 55 |
| Advisory Vote on Executive Compensation | 55 |
| Compensation-Related Governance Policies | 56 |
| Equity Grant Practices | 56 |
| Clawback Policy | 56 |
| Stock Ownership and Holding Guidelines | 56 |
| Compensation of the Named Executive Officers | 57 |
| Base Salary | 57 |
| Annual Cash Incentive Compensation | 58 |
| Equity Compensation | 59 |
| Other Compensation | 60 |
| Tax Deductibility of Compensation | 60 |
| Compensation Committee Report | 60 |
| Compensation Risk | 61 |
| Summary Compensation Table | 61 |
| 2025 Grants of Plan-Based Awards | 62 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 63 |
|---|---|
| Outstanding Equity Awards at December 31, 2025 | 64 |
| Stock Vested Table | 65 |
| Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control | 65 |
| Potential Payments as of December 31, 2025 | 67 |
| 2025 CEO Pay Ratio | 67 |
| 2025 Pay Versus Performance Disclosure | 68 |
| Description of Certain Relationships of Information Presented in the Pay Versus Performance Table | 69 |
| Company vs Peer Group TSR and Compensation Actually Paid | 69 |
| Compensation Actually Paid vs Net Income | 70 |
| Compensation Actually Paid vs Revenue | 71 |
| Financial Performance Measures | 71 |
| Transactions with Related Persons | 72 |
| Review, Approval, or Ratification of Transactions with Related Persons | 72 |
| Fiscal Year 2025 Transactions with Related Persons | 72 |
| Report Of the Audit Committee | 73 |
| The Meeting | 74 |
| Voting Rights, Quorum and Required Vote | 74 |
| Notice of Internet Availability of Proxy Materials | 75 |
| Voting Your Shares | 76 |
| Expenses of Solicitation | 76 |
| Revocability of Proxies | 76 |
| Delivery of Documents to Stockholders Sharing an Address | 77 |
| DELINQUENT SECTION 16(a) REPORTS | 77 |
| Stockholder Proposals for the 2027 Annual Meeting | 77 |
| Directors’ Attendance At Annual Stockholder Meetings | 78 |
| Other Business | 78 |
| Where You Can Find More Information | 78 |
| APPENDIX A | 79 |
| APPENDIX B | 81 |
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 2025 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.