SOLAREDGE TECHNOLOGIES, INC. - 1419612

SOLAREDGE TECHNOLOGIES, INC. - 1419612 - 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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SolarEdge Technologies, Inc.

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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 Nir
CEO

1 HaMada Street, Herziliya Pituach, Israel



	iv

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:

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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.

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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.

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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).

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To approve the amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law.

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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 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, 2025: This Notice of Annual Meeting, this Proxy Statement and our 2024 Annual Report are available on the Internet at www.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

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8/9 directors (88%) are independent

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2/9 of our Board members (22.2%) are women and 77.8% are men¹

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Balanced Board composition of tenure, skills, experience and background

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Independent Chairperson, separate from CEO

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Limits on the number of boards on which our directors may serve, with no director permitted to serve on more than five public boards

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Annual Board and Committee self-evaluation

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Corporate Governance Committee oversight of sustainability and other governance matters

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Compensation Committee oversight of human capital management strategies and policies

Accountability and Other Governance Practices

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Clawback policy covering both cash and equity incentive-based compensation

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Prohibition on hedging and pledging transactions by all employees and directors

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Stock ownership and share retention policy for Board members and executive officers

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Annual stockholder advisory vote on executive compensation (“Say-on-Pay”)

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Comprehensive Code of Conduct and other corporate policies broadly adopted throughout the Company

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Responsive, active and ongoing stockholder engagement

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Annual disclosure of EEO-1 data on our website and sustainability reporting in reference to SASB and GRI frameworks

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Quarterly reporting regarding cyber related matters to our Technology Committee

Stockholder Rights

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Comprehensive stockholder outreach program

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No stockholder rights plan

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No dual-class share structure with each stockholder having one vote per share

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Declassification of the board and no supermajority voting provisions to amend governing documents

Board oversight of incentive structure for executives

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Our Compensation Committee annually reviews and approves incentive structure, targets, and objectives in alignment with the Company’s business strategy

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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

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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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Table of Contents

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



	1

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



	2

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



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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.



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Proposal No. 1
Election Of Directors

The Company’s Board of Directors is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III. Class I directors consist of Betsy Atkins, Yoram Tietz, Dirk Hoke, and Gilad Almogy; Class II directors consist of Dana Gross and Guy Gecht; and Class III directors consist of Shuki Nir, Avery More, and Nadav Zafrir. The classification of our board of directors is currently being phased out, such that, beginning with our 2026 Annual Meeting of Stockholders, the declassification of our board of directors will be complete and all directors will be subject to annual election for one-year terms. There are seven directors with terms of office expiring at our Annual Meeting: Betsy Atkins, Yoram Tietz, Gilad Almogy, Avery More, Nadav Zafrir, Dirk Hoke and Shuki Nir. Dana Gross and Guy Gecht, whose information is included in this proxy but are not standing for re-election at this Annual Meeting as their terms do not actually expire at the 2026 Annual Meeting of Stockholders will stand for re-election at our next annual meeting of stockholders along with the remaining Board members, at which time declassification will be complete. Marcel Gani resigned from the Board, effective on April 8, 2025, at which time the size of the Board was decreased to nine directors. In addition, Dirk Hoke is not standing for re-election at the 2025 Annual Meeting and is departing from the Board. Simultaneously with his departure, it has been determined that the size of the Board is decreased to eight directors. We are grateful to our departing directors for their immeasurable contributions to the Board.

Yoram Tietz was appointed to our Board effective January 6, 2025 and was initially recommended to our Board by a non-management director. Gilad Almogy was appointed to our Board effective January 6, 2025 and was initially recommended to our Board by a non-management director. Shuki Nir was appointed to our Board effective December 4, 2024, in connection with his appointment as CEO of the Company. Guy Gecht was appointed to our Board effective November 6, 2024 and was initially recommended to our Board by a non-management director.

If elected at the Annual Meeting, each of the nominees will serve for a one-year term until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal. If any nominee is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled on a later date by the Board, or the Board may reduce the size of the Board of Directors.

For each of the director nominees and continuing directors the following pages contain certain biographical information including a description of their professional background, primary qualifications, attributes and skills, as well as information on which Board committees the directors serve on.

Vote Required

The director nominees will be elected if the number of votes cast at the Annual Meeting for the nominee’s election exceeds the number of votes cast against the nominee’s election. Abstentions and “broker non-votes” will have no effect on Proposal No. 1.



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Nominees for election or reelection

Betsy Atkins

Committees: Nominating and Corporate Governance Committee (Chairperson), Technology Committee (Member), Compensation Committee (Member)

Other Current Public Boards: Wynn Resorts Ltd. and Enovix Corp.

Director Since: 2021

Age: 70

Ms. Atkins has served as a member of our Board of Directors since 2021.

Ms. Atkins is a seasoned business-woman and serial entrepreneur with two decades of experience serving on some of the world’s most visible global public company boards. She served as the CEO of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. She has previously served as CEO and Chairperson of SaaS company Clear Standards, Inc., an energy management and sustainability software company, a position she held between February and August 2009. She also served as CEO of Key Supercomputer, focused on seismic analytics, applying AI machine learning technology to pinpoint reserves using predictive and prescriptive analytics, between 2008 and 2010 and as CEO of NCI, Inc., a food manufacturer creating Nutraceutical and Functional Food products.

In addition, Ms. Atkins is a highly acclaimed public company Board Director and author. For 20 years, she has worked behind the scenes at companies like Schneider, Lucent, Vonage, SunPower Corp, Paychex and Nasdaq Inc. Ms. Atkins started her business career as an entrepreneur co-founding several successful high tech, energy and consumer companies including Ascend Communications. Ms. Atkins is an effective operational leader, having served as CEO three times and she has a strong global and operational perspective encompassing the full range of experience from growth to restructuring and is a recognized Sustainability and Governance thought leader. Her corporate board experience covers industries including Technology, Energy Management, Solar, Industrial Automation, Manufacturing, Automotive, and Logistics.

Ms. Atkins brings the knowledge of leveraging next gen digital technologies, is an innovative entrepreneur for tech enablement for the future of work for manufacturing 4.0 initiatives (i.e. applying industrial Internet of Things, or IoT, for preventative maintenance in the Industrial, Automotive, and Aerospace sectors). Ms. Atkins has a global, broad perspective on energy from her role as Lead Director at SunPower Corporation, the renewable solar company, Schneider Electric, SA, the energy efficiency infrastructure monitoring and industrial automation process control company, where she served from 2005 to 2012 and 2011 to 2019, respectively, she also served on the board of SL Green Realty Corp., the real estate investment trust, between 2015 and 2024. She also served on the boards of Covetrus, Inc. and its predecessor, Vets First Choice, a pharmaceutical company, from February 2016 until September 2019, Cognizant Technology Solutions Corporation, an information technology services company, from April 2017 to October 2018 and HD Supply, Inc., an industrial distributor, from September 2013 to April 2018. Her areas of experience include Artificial Intelligence, Seismic Analytics, Internet of Things (IoT), using technology to digitize processes driving accuracy and productivity, Cyber Security, Mobile and SaaS. Ms. Atkins currently serves on the public boards of Wynn Resorts, Limited, and Enovix Corporation.

Ms. Atkins holds a degree in liberal arts from the University of Massachusetts, Magna Cum Laude.

Ms. Atkins brings to the Board valuable business experience through her years of experience as a chief executive officer with technology and energy companies, her extensive experience in ESG, and her experience as a director of other public companies.



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Avery More

Committees:

Nomination and Corporate Governance Committee (Member), Technology Committee (Member)

Other Current Public Boards: None

Director Since: 2006

Age: 70

Mr. More has been Chairperson of our Board since November 7, 2024, and has served as a member of our Board of Directors since 2006.

Mr. More was the sole seed investor in the Company through his fund, ORR Partners, and participated in all successive rounds. Mr. More continues to invest in technology companies, with ORR Partners, Innoventions Capital and More Family Investments entities. Previously, Mr. More was the president and chief executive officer of CompuCom Systems Inc. from 1989 to 1993. Mr. More currently serves on the board of directors of several private companies, BuzzStream, AppDome, HolistiCyber Ltd., senseIP, and SageCyber.

Mr. More’s historical knowledge of our company and his experience as a director of other technology companies provides a valuable perspective to our Board.

Nadav Zafrir

Committees:

Nominating and Corporate Governance Committee (Member)

Other Current Public Boards: Check Point Software Technologies Ltd.

Director Since: 2019

Age: 55

Mr. Zafrir joined our Board of Directors in 2019 and served as the Chairperson of our Board until November 7, 2024.

Bringing over twenty years of experience in management, leadership, and technology innovation, Mr. Zafrir has been the Chief Executive Officer and a director at Check Point Software Technologies Ltd., a provider of software as well as combined hardware and software products, since December 2024. Previously, Mr. Zafrir was the co-founder and Managing Partner of Team8, a global venture group that builds and backs technology companies at the intersection of artificial intelligence, cybersecurity, data, fin-tech, enterprise software, and infrastructure from 2014 to 2024. Prior to founding Team8, Nadav spent 20 years in the Israel Defense Forces. He served as Commander of Unit 8200, Israel’s elite military technology unit, where he established the Israel Defense Forces Cyber Command. He holds an LLB from the Interdisciplinary Center Herzliya (IDC) and an Executive MBA from the Kellogg - Recanati program of the Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business at Tel Aviv University.

Mr. Zafrir’s technological expertise and former work experience with some of our senior management provides our board and the management team with helpful and valuable contribution insights into the business and technology development discussions which further strengthen our executive management.



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Yoram Tietz

Director Since: January 6, 2025

Age: 62

Committees:  Audit Committee (Chairperson); Compensation Committee (Member)

Other Current Public Boards: None

Mr. Tietz is a seasoned financial expert, with over 36 years in the field of public accounting, 15 of which he spent as the Managing Partner of Kost Forer Gabbay & Kasierer, a member of EY Global (EY Israel) from 2007 until 2022. Currently, Mr. Tietz has served as a senior advisor at General Atlantic LLP., a global investment firm, since 2022.Mr. Tietz is also the chairman of the Friends of Sheba Medical Center, the largest Hospital in Israel, and the Chairman of Birthright Israel Excel (non-profit organizations). Mr. Tietz holds a B.A. in Economics and Accounting from Tel Aviv University.

Mr. Tietz brings to the Board a wealth of leadership and financial expertise, through years of distinguished service. His career experience encompasses strategic decision-making, and financial management, making him a valuable asset to our Board.

Gilad Almogy

Director Since: January 6, 2025

Age: 59

Committees:  Technology Committee (Member)

Other Current Public Boards: None

Mr. Almogy has been a founder of and the Chief Executive Officer of Ultima Genomics, Inc., provider of the first $100 human genome sequencing solution, since 2016. Previously, Mr. Almogy founded and served as the Chief Executive Officer of Cogenra Solar Inc., which he led from its inception until its acquisition by SunPower Corporation (Nasdaq: SPWR) in 2015. From 1997 to 2009, Mr. Almogy served in a number of roles at Applied Materials, Inc. (Nasdaq: AMAT), culminating in the position of Senior Vice President. Mr.  Almogy holds a PhD in Applied Physics from the California Institute of Technology and a BSc in Mathematics and Physics from the Hebrew University in Jerusalem’s Talpiot program.

Mr. Almogy brings to the Board years of leadership experience and insights into business and technology development. His extensive background in these areas significantly enhances our Board’s strategic perspective.



	8

Yehoshua (Shuki) Nir

Chief Executive Officer

Director Since: December 4, 2024

Age: 56

Committees: None

Other Current Public Boards: Oddity Tech Ltd. (Nasdaq: ODD), Kornit Technologies (Nasdaq: KRNT)

Mr. Nir has nearly three decades of experience in leadership roles at multinational technology companies, most recently as SolarEdge’s CMO in from June 2024 to December 2024. Prior to joining the Company, Mr. Nir worked at Nir Strategic Advice Ltd., a strategic consulting firm for multinational technology companies, from 2017 to 2024.

Mr. Nir served as the General Manager of the consumer business at SanDisk (Nasdaq: SNDK) from 2008 to 2016, where he led the strategic transformation and turnaround of a loss-making division into a profitable global market leader. Mr. Nir’s extensive tenure includes strategic consulting for multinational corporations and serving on several boards, including IronSource (NYSE: IS), Kornit Digital (Nasdaq: KRNT), and Oddity (Nasdaq: ODD).
Mr. Nir holds an MBA, an LLB and BA in accounting from Tel Aviv University.

Mr. Nir brings to the Board years of senior leadership experience in the technology sector. His extensive background provides a valuable perspective that enriches our management and Board's strategic discussions.

The Board of Directors recommends a vote FOR the election of each of the director nominees.



	9

Continuing Directors

Dana Gross

Committees: Audit Committee (Member); Compensation Committee (Chairperson)

Other Current Public Boards: Tower Semiconductors Ltd. and Playtika Holding Inc.

Director Since: 2023
Age: 57

Ms. Gross has served as a member of our Board of Directors since 2023.

Ms. Gross brings over 25 years of strategic and financial expertise to the Board of Directors from technology companies ranging from fintech to AI. Ms. Gross is Head of Strategic Initiatives at Fiverr International Ltd., an online marketplace, since 2022. She previously served as Chief Operating Officer of Prospera Technologies, an AI Agtech company, between 2016 and 2021 and later as Chief Strategy Officer (CSO) at Prospera Technologies between 2021 and 2023. She has also previously held the role of Chief Financial Officer at eToro, a fintech company, and has served on the boards of such companies as M-Systems, AudioCodes, and Power Dsine. She was also a venture partner at one of Israel’s leading venture capital fund, Viola Ventures. Ms. Gross has also held various executive management positions at M-Systems from 1992 to 2006, when it was ultimately acquired by SanDisk, and as CEO of Btendo, a start-up company that developed MEMS based PICO projection solutions, until it was acquired by ST Microelectronic in 2012. Ms. Gross holds a BSc in Industrial Engineering from Tel Aviv University and an MBA from San Jose University.

Ms. Gross brings valuable financial, strategic and business experience to our Board through her years of experience in both executive financial and strategic roles at public companies.

Guy Gecht

Director Since: November 6, 2024

Age: 59

Committees:  Audit Committee (Member) and Technology Committee (Chairperson)

Other Public Boards: Logitech International S.A.

Mr. Gecht brings decades of leadership and board experience to our Board in the fields of technology, AI, and cybersecurity. Mr. Gecht served as Interim CEO of Logitech International S.A. (Nasdaq: LOGI), a designer of software-enabled hardware solutions, from June to December 2023, and as CEO of Electronics for Imaging (EFI) from 2000 to 2018. Prior to joining EFI, Mr. Gecht worked for several startups in software leadership roles and was the Chief Technology Officer of Apple Israel. Mr. Gecht also served on the Board of Directors of Check Point Software Technologies (Nasdaq: CHKP) from 2006 to 2024 and was the Lead Independent Director from 2020 to 2024.

Mr. Gecht brings senior leadership, governance as well as technology and cybersecurity expertise and strategy, M&A and international experience to the Board, having led the transformation and growth of Electronics for Imaging into a global leader in digital imaging.



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Director Skills, Experience and Background

The Nominating and Corporate Governance Committee and the Board have identified particular qualifications, attributes, skills and experiences that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities:

	Leadership and Executive Experience in Public Companies We believe that directors who have significant practical experience, demonstrated business acumen and leadership, and high levels of accomplishment will possess the ability to exercise sound business judgment and to provide insight and practical wisdom to help us analyze, shape, and oversee the execution of important operational and policy issues while understanding the legal and regulatory demands required from a public company.

	Extensive Knowledge of the Company’s Business We design and manufacture both hardware and software technological solutions for the smart energy market while constantly developing and growing our business. Our director’s commitment to understanding the Company and its business, industry, and strategic objectives is significant for their contribution to our strategic planning and business discussions.

	High Level of Financial Expertise Accurate financial reporting, robust auditing and familiarity with new accounting principles and practices are important for us as a publicly traded company. We, therefore, seek to have a number of directors who qualify as Audit Committee financial experts. We further expect all of our directors to be financially knowledgeable in order to understand and advise on our financial reporting, internal control, and investment activities.

	Broad International Exposure We currently have a presence in 36 countries around the world. Our products have been installed in over 140 countries around the world. Due to the global nature of our business, we deem it critical for our directors to be able to provide valuable business and cultural perspective on our international operations.

	Innovation and Technology Our products reflect a focus on innovation and we are continuously searching to improve and enhance the capabilities of our technology departments. It is important for us to have directors who share the desire for technological innovation, who have themselves led technology companies and who want to be a part of leading the path for continuous innovation in the area of smart energy. In light of the importance of protection of infrastructure from security threats including cyber, we look to our board members for their experience in this area.

	Independence For non-employee directors, it is important that our directors are independent under Nasdaq listing standards and other applicable rules and regulations.

The table below summarizes the specific skills and attributes most valued by the Nominating and Corporate Governance Committee and the Board in connection with annual assessment and/or appointment decision-making for each director or nominee listed below. Therefore, the absence of a particular skill for a director does not necessarily mean the director does not possess that attribute.

Skills and Expertise*

	Leadership and Executive Experience	Knowledge of the Company’s Business	Financial Expertise	Broad International Exposure	Innovation and Technology	Independence	Tenure
Nadav Zafrir	●	●		●	●	●	6 years
Shuki Nir	●	●		●	●		<1 year
Avery More	●	●		●	●	●	19 years*
Betsy Atkins	●	●		●	●	●	4 years
Yoram Tietz	●		●	●		●	<1 year
Gilad Almogy	●			●	●	●	<1 year
Guy Gecht	●		●	●	●	●	<1 year
Dana Gross	●		●	●		●	2 years
Dirk Hoke	●	●		●	●	●	3 years
Board Composition (%)							Average Tenure: 4.2
Board Composition (%)							Average Tenure: 4.2
	100%	67.5%	33%	100%	78%	89%

* SolarEdge has been public since 2015. The Board weighed the potential impact of tenure on the independence of our longest-serving director, Mr. More and determined that Mr. More’s independence from management has not been diminished by his years of service.



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Board Composition

The Board conducts regular renewal and refreshment assessment. As part of such assessment, as set forth in our Principles of Corporate Governance, the Nominating & Governance Committee seeks to achieve an array of professional and personal backgrounds on the Board. The Board assesses its effectiveness in this regard as part of the annual board evaluation process. The Nominating & Governance Committee regularly reviews the composition of our Board and assesses the skills, backgrounds, perspectives, viewpoints and experiences of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy.

Each of our director nominees has achieved a high level of success in his or her career, including extensive experience in technology companies and venture capital firms, as well as historical knowledge of the Company for those who have served several years on our Board. Based on their experiences, each has been directly involved in the challenges related to setting the strategic direction and managing the financial performance, personnel, and processes of large, complex organizations. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. The Nominating and Corporate Governance Committee consults with other members of the Board and management in identifying and evaluating candidates for directorship.

Additionally, the Board believes that diversity with respect to tenure is important in order to provide the Company with balanced views and insights from Board members who have a deep acquaintance with the Company’s history as well as a fresh perspective from new Board members.



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Directors and Corporate Governance

Board Independence

Under the listing requirements and Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. Our Principles of Corporate Governance (the “Principles”) provide that an “independent” director is a director who meets the Nasdaq definition of independence. The Principles also provide that, under applicable Nasdaq rules, the members of each of the Audit and Compensation Committees are subject to additional heightened independence criteria applicable to directors serving on these committees. Our Board of Directors undertakes a review of its composition, the composition of its committees and the independence of each director (both generally, and, where applicable, under heightened independence criteria applicable to certain committees) on an annual basis. Based upon information requested from, and provided by, each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined, based on the recommendation of our Nominating and Corporate Governance Committee, that each of Messrs. More, Tietz, Gecht, Almogy, and Zafrir and Mses. Atkins and Gross are “independent” under Nasdaq rules. Our Board of Directors also previously determined that Ms. Payne, who served as director until November 5, 2024, and Mr. Gani, who served on the Board until April 8, 2025, were independent for the time they served as directors on the Board. Mr. Hoke, who is not standing for reelection was independent for the time he served. In addition, our Board of Directors has determined that all the members of the Audit and Compensation Committees meet the additional, heightened independence criteria applicable to such committee members under the Nasdaq rules.

When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure. Directors with more than 12 years of service are subject to specific considerations to promote an undiminished level of independence. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving director and Chairperson of the Board, Mr. More. Mr. More provides valuable perspectives and expertise on matters of significance to the Company and is a respected leader in the Board room. The Board concluded that Mr. More is a valued director who fulfils his responsibilities with independent-minded oversight. Mr. More appropriately challenges management, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management. The Board determined that Mr. More’s independence from management has not been diminished by his years of service.



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As described in our Corporate Governance Guidelines, the independent directors meet in executive sessions without management present at every regular Board meeting to promote open discussion among independent directors.

Leadership Structure and succession planning

In 2019, we separated the roles of Board Chairperson and CEO. In August 2019, Mr. Zafrir, one of our independent directors, became the Chairperson of our Board of Directors. On February 19, 2020, Mr. Lando assumed the role as the Company’s CEO on a permanent basis and was appointed to serve as a member of the Board of Directors. In August 2024, Mr. Lando resigned from his role as CEO and the Company’s then CFO, Mr. Faier was appointed as Interim CEO. On November 6, 2024, Mr. Zafrir resigned his position as the Chairperson of our Board of Directors and Mr. More was appointed to the position. On December 4, 2024, Mr. Nir, who was the Company’s chief marketing officer since June of the same year, was appointed as the Company’s new CEO. Mr. Faier remains an advisor with the Company as part of the leadership transition plan.

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The Board believes that its current leadership structure serves well the objectives of the Board’s independent oversight of management, the ability of the Board to carry out its roles and responsibilities on behalf of the stockholders, and the Company’s overall corporate governance.

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The Board also believes that the separation of the Chairperson and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and enables him to leverage the experience and perspectives of the Chairperson of the Board and the other experienced Board members. Among other things, the Chairperson helps guide the Company on strategy. The Board and the Nominating and Corporate Governance Committee periodically review the leadership structure and refreshment of the Board to promote continued contribution by the Board to management and to new and creative thought processes.

Principles of Corporate Governance

The Company is committed to robust corporate governance, ethical conduct, sustainability and accountability of our senior executives and board members. Our Principles of Corporate Governance are available under “Corporate Governance” on our investor relations page on our website.

Board Meetings

During 2024, the Board of Directors held thirteen meetings. Each director attended at least 81% of the meetings of the Board of Directors held during the period such director served and each of our directors attended at least 100% of the aggregate of the total number of the meetings held by any of the committees of the Board of Directors on which such director served during such period.



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The Board’s Role in Risk Oversight

The Board of Directors oversees the Company’s risk management process both directly and through its committees, the Audit Committee, the Compensation Committee, and the Technology Committee. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board continuously reviews the Company’s progress against its annual strategic plans and determines the appropriate level of risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’s and management’s consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational, health and safety, cyber security, sustainability matters, human capital management and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including material acquisitions and financial matters. Other risks assessed by the Board of Directors or one of its designated committees arise out of the audits performed by the Company’s internal audit team. The Company’s internal auditor performs a risk assessment and based on its results, determines the work plan for internal auditing. The results of these audits are reported to the Audit Committee of the Board of Directors.

Risk Oversight

While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit Committee reviews and discusses the Company’s practices with respect to risk assessment and risk management. The Audit Committee also focuses on the adequacy and effectiveness of the Company’s internal controls. In 2019, the Company appointed a Senior Director of Risk Management and Internal Audit in order to support audit continuity by a function that is deeply acquainted with the Company. In 2023, he was promoted to the Vice President title. The Audit Committee receives regular reports from the Company’s Vice President of Risk Management and Internal Audit on the Company’s internal system of audit and financial controls, enterprise risk information, and the periodic report of internal audit activities. The annual internal audit work plan is created based on a comprehensive risk assessment survey and is approved by the Audit Committee. In addition, the Audit Committee oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s codes of conduct and policies and procedures for monitoring compliance. The Compensation Committee oversees the assessment of the risks related to the Company’s compensation policies and programs applicable to its officers and other employees. Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, including reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its committees.

Sustainability Strategy and Oversight

As part of the Board’s risk oversight, the Board receives quarterly reports on key sustainability matters and progress of the Company’s attainment of its sustainability goals. The Board has delegated the overall oversight for the Company’s sustainability performance, disclosure, strategies, goals and objectives as well as monitoring evolving sustainability risks and opportunities to the Company’s Nominating and Corporate Governance Committee. The Board has delegated the overall oversight of the Company’s human capital management to the Compensation Committee.

Oversight of Cybersecurity and Data Privacy Risks

Cyber security risk is an area of increasing focus for our Board, particularly as an increasingly significant part of our operations rely on digital technologies. As a result, we have implemented a comprehensive cyber security program to assess, identify, and manage risks from cyber security threats that could result in material adverse effects on the confidentiality, integrity, and availability of our information systems. This program has been integrated into the Company’s overall risk management framework.

The Board has delegated primary oversight of the Company's risks from cyber security threats to the Technology Committee. Our management team, including our Chief Information Security Officer (CISO), provides quarterly updates to our Technology Committee and annual updates to the full Board regarding our cyber security activities and other developments impacting our digital security. We have established protocols by which certain cyber security incidents are escalated within the Company and, where appropriate, reported to the Board and Technology Committee in a timely manner.

For additional information regarding our cybersecurity governance and risk management, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Cybersecurity” in Item 1C.



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Board Committees

Audit Committee

Our Board of Directors has established an Audit Committee, which operates under a written charter that is available on the investor relations page of the SolarEdge website. The Audit Committee’s responsibilities include, but are not limited to:

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Defining and emphasizing management’s and the board’s commitment to an environment that supports integrity in the financial reporting process;

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Assisting and representing the Board of Directors in discharging its oversight responsibilities over the accounting and financial reporting processes of both the Company and its subsidiaries;

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Appointing, compensating, retaining, evaluating, terminating and overseeing our outside auditor;

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At least annually, overseeing processes for monitoring the outside auditor’s independence;

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Overseeing the implementation of new accounting standards by having the outside auditor report on a quarterly basis on accounting standards that could impact the Company’s business;

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Reviewing with our outside auditor the matters required to be reviewed by applicable auditing requirements;

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Communicating with the outside auditor on matters related to the conduct of the audit and on critical audit matters expected to be described in the outside auditor’s report;

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Approving in advance all audit and permissible non-audit services to be performed by our outside auditor;

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Meeting to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the company and the outside auditor’s reports related to the financial statements;

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Receiving reports from the outside auditor and management regarding, and reviewing and discussing the adequacy and effectiveness of, the company’s disclosure controls and procedures;



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Establishing and overseeing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls, auditing and federal securities law matters;

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Overseeing the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s code of conduct and the Company’s policies for monitoring compliance;

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Overseeing and participating in the resolution of internal control issues, where identified, by meeting with the Company’s internal auditor on a quarterly basis and receiving reports of all internal audits preformed and implementation of recommendations by the internal auditor;

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Assessing the Company’s risk management survey and the underlying internal audit plan;

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Establishing and periodically reviewing policies and procedures for the review, approval, and ratify related person transactions;

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Overseeing the preparation of the report of the audit committee that SEC rules require to be included in our annual proxy statement; and

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Reviewing and understanding non-GAAP measures, and related company policies and disclosure controls.

Our Audit Committee, which met eight times in the year ended December 31, 2024, consists of Yoram Tietz (who joined the board of directors and audit committee on January 6, 2025), Guy Gecht (who joined the board of directors and audit committee on November 6, 2024), and Dana Gross, with Yoram Tietz serving as chairperson. Tal Payne served on the Audit Committee until November 5, 2024, when she resigned from the Company’s Board of Directors. Our Audit Committee has set meetings eight times a year - four meetings are dedicated to the review of our financial results /statements, and another four at minimum are dedicated to review of internal audits performed and follow up on risks assessed including a discussion of how they are being managed. Other matters are added to the agenda or additional meetings are scheduled on an as needed basis.

The composition of our Audit Committee complies with the applicable requirements of the SEC and the listing requirements of Nasdaq. All of our Audit Committee members meet the additional, heightened independence criteria applicable to directors serving on the Audit Committee under the Nasdaq rules and SEC rules. Our Board of Directors has determined that Yoram Tietz, Dana Gross and Guy Gecht each qualify as an “Audit Committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. Our Board of Directors also previously determined that Mr. Gani, who served as director until April 8, 2025, also qualified as an “Audit Committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.

Compensation Committee

Our Board of Directors has established a Compensation Committee, which operates under a written charter that is available on the investor relations page of the SolarEdge website. The Compensation Committee’s responsibilities include, but are not limited to:

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Overseeing our overall compensation philosophy, policies, and programs;

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Reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the chief executive officer’s performance in light of those goals and objectives, approving grants of equity awards to the chief executive officer and recommending to the independent directors the chief executive officer’s compensation level based on this evaluation;



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Overseeing the evaluation of other executive officers and approving equity awards to these officers, and setting their compensation based upon the recommendation of the chief executive officer;

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Reviewing and approving the design of other benefit plans pertaining to executive officers;

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Reviewing and approving employment agreements and other similar arrangements between us and our executive officers;

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Overseeing preparation of the report of the compensation committee to the extent required by SEC rules to be included in our annual meeting proxy statement;

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Overseeing the Company’s engagement efforts with stockholders on the subject of executive compensation; and

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Overseeing the company’s strategies and policies related to human capital management, including with respect to matters such as workplace environment and culture, employee health and safety and talent development and retention.

Our Compensation Committee may delegate its duties and responsibilities to one or more subcommittees, consisting of not less than two members of the Compensation Committee, as it determines appropriate. Our Compensation Committee, which met seven times during the year ended December 31, 2024, consists of Yoram Tietz, Dana Gross, and Betsy Atkins, with Dana Gross serving as chairperson. The composition of our Compensation Committee meets the requirements for independence under the applicable rules and regulations of the SEC and the Nasdaq Global Select Market. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Compensation Committee Interlocks and Insider Participation

During 2024, our Compensation Committee consisted of Avery More, Betsy Atkins and Nadav Zafrir. None of the members of our Compensation Committee is, or was during the year ended December 31, 2024, an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

Our Board of Directors has established a Nominating and Corporate Governance Committee, which operates under a written charter that is available on that is available on the investor relations page of the SolarEdge website. The Nominating and Corporate Governance Committee’s responsibilities include, but are not limited to:

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Developing and recommending to the board criteria for identifying and evaluating director candidates and periodically reviewing these criteria;

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Identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

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Assessing the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the board;

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Developing and recommending to our board of directors a set of corporate governance guidelines and principles;



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Establishing procedures for the consideration of board candidates recommended by the company’s stockholders;

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Recommending to the board candidates to be elected by the board to fill vacancies and newly created directorships and candidates for election or reelection at each annual stockholders’ meeting;

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Periodically reviewing the board’s leadership structure, size, composition, and functioning; Overseeing succession planning for positions held by executive offices;

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Overseeing the evaluation of the board and its committees;

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Overseeing the orientation process for new directors and ongoing education for directors;

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Annually reviewing the compensation of directors for service on the board and its committees and recommend changes in compensation to the board, as appropriate; and

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Overseeing and making recommendations to the board regarding sustainability matters.

Our Nominating and Corporate Governance Committee, which met three times during the year ended December 31, 2024, consists of Betsy Atkins, Nadav Zafrir, Dirk Hoke, and Avery More with Betsy Atkins serving as chairperson. The composition of our nominating and corporate governance committee meets the requirements for independence under the applicable rules of the Nasdaq Global Select Market.

Technology Committee

Our Board of Directors has established a Technology Committee, which operates under a written charter that is available on the investor relations page of the SolarEdge website. The Technology Committee’s main responsibilities include, but are not limited to:

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Overseeing the Company’s technology related strategies, processes, and programs;

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Reviewing periodically plans, strategy and implementation of new technology, product, manufacturing plans and quality and reliability plans;

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Reviewing benefits, risks and potential risk mitigation measures associated with proposed technology advancement programs;

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Reviewing the status of ongoing and proposed technology development with an emphasis on results measured against goals set from time to time;

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Reviewing actions and risks associated with any current shortfalls in product performance, quality, or reliability and manufacturing methods including any product security; and

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Reviewing risks identified with cyber-related exposure, including any incidents may have arisen and measures taken and/or recommended to be taken to protect the Company’s assets.

Our Technology Committee, which met four times during the year ended December 31, 2024 consists of Betsy Atkins, Guy Gecht, Gilad Almogy, and Avery More, with Guy Gecht serving as chairperson.



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Policy Regarding Stockholder Recommendations

The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, as described above. Stockholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Company’s Corporate Secretary at 1 HaMada Street, Herziliya Pituach, Israel, 4673335.

Stockholders may also submit director nominees by adhering to the advance notice procedure described under “Stockholder Proposals” elsewhere in this Proxy Statement.



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Director Compensation

Each of our non-employee directors is eligible to receive compensation for their service on our Board of Directors consisting of annual cash retainers and equity awards. The table below reflects the cash compensation of our directors in effect in 2024, which was paid in quarterly installments. Directors serving as chairs of committees do not receive additional compensation for serving as general members of the committees they chair. On July 22, 2024, the Board agreed to voluntarily reduce their cash retainers by 20%, effective July 1, 2024 through December 31, 2024, to support the Company’s cash conservation efforts, which was continued indefinitely by the Board on March 25, 2025.

Position	Annual Retainers Effective Jan. 1, 2024 ($)	Annual Retainers Effective July 1, 2024 ($)
Chairperson of the Board	330,000	264,000
Board Member	70,000	56,000
Audit Committee Chair	32,500	26,000
Compensation Committee Chair	22,500	18,000
Nominating and Corporate Governance Committee Chair	15,000	12,000
Technology Committee Chair	15,000	12,000
Audit Committee Non-Chair Member	12,500	10,000
Compensation Committee Non-Chair Member	10,000	8,000
Nominating and Corporate Governance Committee Non-Chair Member	7,500	6,000
Technology Committee Non-Chair Member	7,500	6,000

The equity award program for our non-employee directors in 2024 consisted of (i) an equity award in the form of restricted stock units, granted upon the individual’s initial appointment to our Board, with a grant date value of $150,000, (ii) an annual equity award in the form of restricted stock units with a grant date value of $195,000 for non-employee directors other than the Chairperson of the Board, subject to proration for directors whose commencement of Board service is not on the date of the annual stockholder meeting, and (iii) an annual equity award in the form of restricted stock units with a grant date value of $425,000 for the Chairperson of the Board. The initial restricted stock unit awards vest in equal annual installments over three years and the annual RSUs, both for directors and Chairperson of the Board, vest in full on the earlier of (a) the one-year anniversary of the grant date or (b) the Company’s next regular Annual General Meeting of Stockholders, subject to continued board s

SEC Form DEF 14A filed by SolarEdge Technologies Inc.