ORMAT TECHNOLOGIES, INC.
For the period ended Jun 2, 2026. Filed Apr 21, 2026.
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Jun 2, 2026 · Filed Apr 21, 2026
Contents
PAY VERSUS PERFORMANCE
Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between (i) executive “compensation actually paid” to the Company’s chief executive officer and other named executive officers and (ii) certain aspects of the financial performance of the Company.
The Compensation Committee does not in practice use “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” The below disclosure is provided only to comply with applicable SEC rules.
PAY VERSUS PERFORMANCE TABLE
| Value of Initial Fixed $100Investment Based On(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(1) | SummaryCompensationTable Totalfor PEO (2)($) | CompensationActually Paidto PEO (3)($) | AverageSummaryCompensationTable Total forOther NEOs(1)($) | AverageCompensationActually Paidto OtherNEOs(3)($) | TotalShareholderReturn($) | Peer GroupTotalShareholderReturn(5)($) | NetIncome($000) | AdjustedEBITDA(6)($000) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | 3,618,005 | 8,906,434 | 1,370,482 | 2,686,373 | 148.20 | 89.50 | 126,990 | 581,985 |
| 2024 | 3,820,182 | 3,072,297 | 1,437,391 | 1,195,493 | 90.9 | 58.7 | 131,241 | 550,455 |
| 2023 | 3,058,576 | 2,152,769 | 1,262,912 | 932,504 | 101.70 | 87.10 | 133,137 | 481,741 |
| 2022 | 2,057,159 | 2,830,554 | 1,134,725 | 1,453,939 | 116.05 | 111.98 | 77,795 | 435,463 |
| 2021 | 1,074,687 | 197,417 | 563,282 | 194,105 | 106.41 | 208.65 | 76,077 | 401,444 |
(1)
Mr. Doron Blachar has served as our Principal Executive Officer (“PEO”) for each of 2025, 2024, 2023, 2022 and 2021. Our other NEOs for the applicable fiscal years are labeled as “Other NEOs” and are as follows:
2025: Assaf Ginzburg, Ofer Ben Yosef, Jessica Woelfel, and Aron Willis.
2024: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel.
2023: Assaf Ginzburg, Shimon Hatzir, Ofer Ben Yosef and Jessica Woelfel.
2022: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef.
2021: Assaf Ginzburg, Shlomi Argas, Shimon Hatzir and Ofer Ben Yosef.
(2)
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year for Mr. Blachar and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs.
(3)
Amounts reported in these columns represent the amount of “Compensation Actually Paid” (“CAP”) as computed in accordance with Item 402(v) of Regulation S‑K. A reconciliation of the adjustments for PEOs and for the average of the Other NEOs is set forth in the following table. The CAP amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or Other NEOs in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S‑K, the following adjustments were made to each applicable executive officer’s total compensation reported in the SCT for each year to determine the CAP:
60 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PAY VERSUS PERFORMANCEI
PAY VERSUS PERFORMANCE TABLE
| 2025 · 2024 · 2023 · 2022 · 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| PEO | AverageOther | PEO | AverageOtherNEOs | PEO | AverageOtherNEOs | PEO | AverageOtherNEOs | PEO | AverageOtherNEOs | |
| Summary Compensation Table Total | $3,618,005 | $1,370,482 | $3,820,182 | $1,437,391 | $3,058,576 | $1,262,912 | $2,057,159 | $1,134,725 | $1,074,687 | $563,282 |
| Less Fair Value of Stock Awards and Option Awards Reported in SCT for the Covered Year | (2,000,000) | (643,750) | (2,500,000) | (706,250) | (1,800,000) | (625,000) | (900,000) | (468,750) | — | — |
| Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 3,447,998 | 1,064,906 | 2,134,534 | 602,991 | 1,542,619 | 535,630 | 1,286,723 | 661,194 | — | — |
| Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | 3,726,141 | 856,058 | (217,300) | (96,001) | (470,447) | (197,457) | 319,048 | 136,611 | (658,791) | (310,336) |
| Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Covered Year | — | — | — | — | — | — | — | — | — | — |
| Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | 114,290 | 38,677 | (165,119) | (42,637) | (177,979) | (43,582) | 67,624 | (9,840) | (218,479) | (58,841) |
| Less Fair Value at the End of the Prior Year of Equity Awards that Were Forfeited Due to Failure to Meet Vesting Conditions in the Covered Year | — | — | — | — | — | — | — | — | — | — |
| Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | — | — | — | — | — | — | — | — | — | — |
| Compensation Actually Paid | 8,906,434 | 2,686,373 | 3,072,297 | 1,195,493 | 2,152,769 | 932,504 | 2,830,554 | 1,453,939 | 197,417 | 194,105 |
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the covered year.
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 61
I PAY VERSUS PERFORMANCE
(4)
TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The TSR assume $100 was invested at the close of market on December 31, 2020 in our Common Stock, and assumes the reinvestment of any dividends.
(5)
“Peer Group” represents the PBW - Invesco WilderHill Clean Energy ETF. The Peer Group TSR assumes $100 was invested at the close of market on December 31, 2020 in the stocks of the companies included in the PBW - Invesco WilderHill Clean Energy ETF, and assumes the reinvestment of any dividends.
(6)
Adjusted EBITDA is defined as net income before interest, taxes, depreciation and amortization and accretion, adjusted for the following: (i) mark-to-market gains or losses from accounting for derivatives; (ii) stock-based compensation; (iii) merger and acquisition transaction costs; (iv) allowance for bad debts; (v) cost related to settlement agreements; (vi) impairment of long-lived assets; and (vii) write-off of unsuccessful exploration activities.
TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link NEO compensation to Company performance. Each performance metric below is used for purposes of determining payouts under either our Management Plan or vesting of our PSUs. Please see “Compensation Discussion and Analysis” for a further description of these performance metrics (including, in the case of Adjusted EBITDA, how it is calculated) and how they are used in our executive compensation program. As noted above, we do not in practice use any performance measures to link “compensation actually paid” (as calculated herein) to Company performance. However, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by the Compensation Committee to determine NEO compensation, as more fully described in “Compensation Discussion and Analysis.”
Most Important Financial Performance Measures
Adjusted EBITDA
Revenue
Relative TSR
Megawatt Growth
Relationship between CAP and GAAP Net Income
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the Other NEOs and (ii) our GAAP Net Income for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and GAAP Net Income
62 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
PAY VERSUS PERFORMANCEI
Relationship Between CAP and Adjusted EBITDA (our Company-Selected Measure)
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the Other NEOs and (ii) our Adjusted EBITDA for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and Adjusted EBITDA
Relationship Between CAP and TSR
As required by SEC rules, the graph below reflects the relationship between (i) the CAP of the PEO and average CAP of the other NEOs, (ii) our TSR, and (iii) our Peer Group TSR for each of the fiscal years covered by the Pay Versus Performance Table.
Relationship between CAP and TSR
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 63
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