ORMAT TECHNOLOGIES, INC.
For the period ended Jun 2, 2026. Filed Apr 21, 2026.
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.
Jun 2, 2026 · Filed Apr 21, 2026
Contents
VOTING ROADMAP
This summary highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions.
| PROPOSAL 1 | The Boardrecommends avote FOR eachdirector nominee. |
| Election of Eight DirectorsSee page 15 |
Board Nominees
| Committee Memberships | ||
|---|---|---|
| Name · Age · DirectorSince · Independent · Audit · Compensation · Nominating& Corporate Governance · Investment · Sustainability | ||
| Isaac Angel | 69 | 2020 |
| Ravit Barniv | 62 | 2024 |
| Karin Corfee | 65 | 2022 |
| David Granot | 79 | 2012 |
| Michal Marom | 56 | 2022 |
| Dafna Sharir | 57 | 2018 |
| Stanley B. Stern+ | 68 | 2015 |
| Byron G. Wong | 74 | 2017 |
| Chairman of the Board | Chair of Committee | + | Lead Independent Director |
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 11
IVOTING ROADMAP
Our Experienced and Balanced Board
| Board Skills and Experience | |
| Senior Leadership and StrategyExperience as a senior executive at a large organization | 8/8 |
| Public Company Corporate GovernanceExperience serving on the board of a public company and/or a strong understanding of corporate governance best practices | 6/8 |
| Finance and AccountingExperience in financial accounting and reporting, auditing processes and standards, internal controls and/or corporate finance | 8/8 |
| Capital MarketsExperience with a range of capital raising transactions | 7/8 |
| SustainabilityExperience with corporate sustainability and social responsibility practices | 4/8 |
| Capital ProjectsExperience overseeing, managing or advising on large‑scale capital projects | 5/8 |
| Business DevelopmentExperience with developing and implementing strategies for growth, including M&A transactions | 7/8 |
| Energy IndustryExperience in the energy, power generation, renewables and/or utility sectors | 5/8 |
| International BusinessExperience with managing international operations | 4/8 |
| Information Technology/CybersecurityExperience in information technology, including the importance of maintaining stakeholder trust through protecting their information | 5/8 |
12 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
VOTING ROADMAPI
Corporate Governance Highlights
| Board independence | Executive sessions | Board evaluation | ||
| All directors are independent under NYSE standards and all committees are made up entirely of independent directors. | Independent members of the Board and each of the committees meet regularly in executive session with no members of management present. | Each of the Board and its committees evaluates and discusses its respective performance and effectiveness annually. | ||
|---|---|---|---|---|
| Engagement with stockholders | Director accountability | Time commitment | ||
| The Board and Management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. | All directors must be elected annually, by majority vote of the stockholders (except in contested elections, where they are elected by plurality). | We maintain stringent internal over‑boarding standards for our directors, which reflect the standards of ISS and Glass Lewis. None of our directors is currently over‑boarded under such standards. | ||
| Compensation review | Risk oversight | Board refreshment | ||
| The Compensation Committee reviews the appropriateness of our executive officer and director compensation. | The Board and committees regularly review their oversight of risk and the allocation of risk oversight among the committees. | Subject to certain exceptions, directors will not be nominated for re‑election to the Board if they have served on the Board for more than 15 years at the time of such proposed nomination. |
ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT 13
IVOTING ROADMAP
EXECUTIVE COMPENSATION HIGHLIGHTS
| PROPOSAL 2 | The Boardrecommends avote FOR this proposal. |
| Advisory Vote on Executive CompensationSee page 34 |
EXECUTIVE COMPENSATION HIGHLIGHTS
Our executive compensation program consists of three elements, namely, annual salary, annual bonus and equity awards, with an emphasis on at-risk and/or long-term compensation.
| Element | Form | Metrics and Key Features | |
| 01 | AnnualSalary | Fixed Cash | Set at levels that reflect competitive compensation averages for similar executives |
| 02 | Management Plan | AnnualPerformance-Based Plan | A mix of quantitative and qualitative metrics:Company Performance Metric•Revenue•Adjusted EBITDAIndividual Performance Metrics•Financial and operationalCEO Goals•Qualitative |
| 03 | Long-Term Equity Awards | PerformanceStock Units(PSUs) | Represents 60% of long-term equity awardsVesting: 3-year performance period and service period vests equally over three years.Performance Metrics:•50% relative TSR•50% Megawatts (low-carbon capacity targets) |
| Restricted StockUnits (RSUs) | Represents 40% of long-term equity awardsVesting: 3 years | ||
| PROPOSAL 3 | The Boardrecommends avote FOR this proposal. |
| Ratification of Appointment of Independent Registered Public Accounting FirmSee page 64 |
14 ORMAT TECHNOLOGIES, INC. I 2026 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.