DEF 14A 1 lora2022_def14a.htm ORMAT TECHNOLOGIES, INC. - DEF 14A ORMAT TECHNOLOGIES, INC. - DEF 14A

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 (Amendment No. )

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	Soliciting Material Pursuant to §240.14a-12

ORMAT TECHNOLOGIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MESSAGE FROM
OUR CHAIRMAN OF THE BOARD

ISAAC ANGEL | April 18, 2022

TO OUR STOCKHOLDERS:

On behalf of the Board of Directors, I cordially invite you to attend the 2022 Annual Meeting of Stockholders of Ormat Technologies, Inc. to be held on June 2, 2022 at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting https://web.lumiagm.com/251938693 and following the instructions included in the enclosed Proxy Statement.

Only stockholders of record at the close of business on April 8, 2022 may vote at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time.

In accordance with the rules of the Securities and Exchange Commission, we sent a Notice of Internet Availability of Proxy Materials on or about April 18, 2022 to our stockholders of record as of the close of business on April 8, 2022. We also provided access to our proxy materials over the Internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail, or otherwise virtually at the Annual Meeting. Please review the instructions on the proxy card (or, if you hold your shares in “street name” through a broker, bank or other nominee, voting instruction form) regarding each of these voting options.

By order of the Board of Directors,

Isaac Angel
Chairman of the Board


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 2, 2022

10:00 a.m. Eastern Daylight Time

ANNUAL MEETING ONLINE

https://web.lumiagm.com/251938693

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 2, 2022:

The Proxy Statement and 2021 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2021, are available at

https://www.astproxyportal.com/ast/13766

ITEMS OF BUSINESS:

The purpose of the Annual Meeting is to:

1.	elect the nine director nominees listed in the accompanying Proxy Statement;
2.	ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for 2022;
3.	approve, in a non-binding, advisory vote, the compensation paid to our named executive officers;
4.	approve the amendment and restatement of the Ormat Technologies, Inc. 2018 Incentive Compensation Plan to increase the total number of shares underlying options, SARs or other awards that may be granted to officers, directors, and employees, adjust the fungible share ratio and implement a one-year minimum vesting requirement; and
5.	transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

WHO CAN VOTE: The record date for the Annual Meeting is April 8, 2022. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. The list of such stockholders will be available during the Annual Meeting for examination by any stockholder at https://web.lumiagm.com/251938693.

VOTING: Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail, or otherwise virtually at the Annual Meeting. Please review the instructions on the proxy card (or, if you hold your shares in “street name” through a broker, bank or other nominee, voting instruction form) regarding each of these voting options.

By order of the Board of Directors,

JESSICA WOELFEL

General Counsel and Chief Compliance Officer

April 18, 2022

ORMAT TECHNOLOGIES, INC. | 2022 PROXY STATEMENT 02

TABLE OF CONTENTS

A LETTER FROM OUR CEO	5
2022 PROXY STATEMENT SUMMARY	6
WHO WE ARE	9
HOW WE ARE MAKING A DIFFERENCE	9
OUR EXECUTIVE OFFICERS	10
PROPOSAL 1 – ELECTION OF DIRECTORS	12
Nominees for Election to the Board of Directors in 2022	12
Vote Required	15
HOW WE ARE GOVERNED	16
Corporate Governance Highlights	16
Role of Our Board	16
Executive Sessions	17
Code of Business Conduct and Ethics and Corporate Governance Guidelines	17
HOW OUR BOARD IS ORGANIZED	18
Board Leadership Structure	18
Board Committees	19
Board and Committee Meetings	21
ORIX Governance Agreement	21
HOW OUR BOARD IS SELECTED AND EVALUATED	23
Director Independence and Independence Determinations	23
Board Recruitment Process	23
Expectations for Members of Our Board	24
Board and Committee Evaluations	25
OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS	26
HOW YOU CAN COMMUNICATE WITH US	28
Communicating with our Board	28
Stockholder Engagement Highlights	28
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	29
Appointment of Independent Registered Public Accounting Firm	29
Audit and Non-Audit Fees	29
Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm	30
Vote Required	30
AUDIT COMMITTEE REPORT	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	34
Vote Required	34

ORMAT TECHNOLOGIES, INC. | 2022 PROXY STATEMENT 03

PROPOSAL 4 - APPROVAL OF THE AMENDED AND RESTATED 2018 INCENTIVE COMPENSATION PLAN	35
Overview	35
Summary of the A&R 2018 ICP	36
Key Equity Plan Data	40
Interest of Certain Persons in the A&R 2018 ICP	42
Vote Required	42
COMPENSATION DISCUSSION AND ANALYSIS	43
Executive Summary	43
Compensation Governance	45
Views of our Stockholders	46
Determination of Amounts and Formulas for Compensation	46
Fiscal 2022 Compensation	51
COMPENSATION COMMITTEE REPORT	51
EXECUTIVE COMPENSATION TABLES	52
Summary Compensation Table	52
Grants of Plan-Based Awards in 2021	53
Employment Agreements	53
Outstanding Equity Awards at Fiscal Year End	56
Option Exercises and Stock Vested in 2021	58
Pension Plans	58
Non-Qualified Deferred Compensation	58
Potential Payments upon Termination or Change in Control	58
PAY RATIO	61
CEO Pay Ratio	61
Identifying the Median Employee	61
DIRECTOR COMPENSATION	62
Fiscal 2021 Non-Employee Director Compensation Program	62
TRANSACTIONS WITH RELATED PERSONS	65
Transactions with ORIX	65
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS	67
EQUITY COMPENSATION PLAN INFORMATION	68
DELINQUENT SECTION 16(A) REPORTS	68
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	69
OTHER MATTERS	72
OTHER INFORMATION	72
Householding of Proxies	72
Additional Filings	72
Annual Report to Stockholders	72
Stockholder Proposals for 2023 Annual Meeting of Stockholders	73
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	74
APPENDIX A	A-1


TIME AND DATE Thursday, June 2, 2022 10:00 a.m., Eastern Daylight Time	ANNUAL MEETING ONLINE https://web.lumiagm.com/251938693	RECORD DATE April 8, 2022

	Proposal	Board Vote Recommendation	Page
Proposal 1	Election to our Board of Directors of the nine director nominees	FOR each of the nominees	12
Proposal 2	Ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm	FOR	29
Proposal 3	Advisory vote on the compensation for our named executive officers	FOR	34
Proposal 4	Approval of the amendment and restatement of the Company’s 2018 Incentive Compensation Plan (the “2018 ICP”) to increase the total number of shares underlying options, SARs or other awards that may be granted to officers, directors and employees, adjust the fungible share ratio and implement a one-year minimum vesting requirement	FOR	35
Proposal 5	Transaction of any other business that may properly come before the Annual Meeting

	How to Vote	Stockholders of Record (Shares registered in your name with Ormat’s transfer agent)	Street Name Holders (Shares held through a broker, bank or other nominee)
Internet	Visit the applicable voting website and follow the on-screen instructions.	www.voteproxy.com	Refer to voting instruction form.
Telephone	Within the United States, U.S. Territories and Canada, call toll-free.	+1 (800) 776-9437	Refer to voting instruction form.
Mail	Complete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided to you.
Virtually	Attend the Annual Meeting and cast your vote on the meeting website.	https://web.lumiagm.com/251938693, Refer to voting instruction form. password ora2022

				Committee Memberships
Name	Age	Director Since	Independent	Audit	Compensation	Nominating & Corporate Governance	Investment
Isaac Angel	65	2020
Karin Corfee	61	—
David Granot	75	2012
Michal Marom	52	—
Mike Nikkel	57	2021
Dafna Sharir	53	2018
Stanley B. Stern	64	2015
Hidetake Takahashi	51	2020
Byron G. Wong	70	2017

Age 54 Chief Executive Officer		DORON BLACHAR
Age 54 Chief Executive Officer		Doron Blachar has served as our Chief Executive Officer since July 1, 2020. Prior to that, Mr. Blachar served as the Company’s CFO from April 2013 to May 2020 and as President from November 2019 to July 2020. From 2011 to 2013, Mr. Blachar served as a member of the board of A.D.O. Group Ltd., a TASE-listed company. From 2009 to 2013, Mr. Blachar was the CFO of Shikun & Binui Ltd. From 2005 to 2009, Mr. Blachar served as Vice President—Finance of Teva Pharmaceutical Industries Ltd. From 1998 to 2005, Mr. Blachar served in a number of positions at Amdocs Limited, including as Vice President—Finance from 2002 to 2005. Mr. Blachar earned a BA in Accounting and Economics and an MBA from Tel Aviv University. He is also a Certified Public Accountant in Israel.

Age 47 Chief Financial Officer		ASSAF GINZBURG
Age 47 Chief Financial Officer		Assaf Ginzburg has served as our Chief Financial Officer since May 10, 2020. Mr. Ginzburg held several positions, including Executive Vice President and Chief Financial Officer of Delek US Holdings, Inc. (NYSE: DK) and Delek Logistics Partners, LP (NYSE: DKL) from 2013 to 2017 and from 2019 to May 2020, and has over 15 years of experience in the energy industry. Mr. Ginzburg earned a BA in Economics and Accounting from Tel Aviv University, and he has been a member of the Israeli Institute of Certified Public Accountants since 2001.

Age 57 President and Head of Operations and Products		SHLOMI ARGAS
Age 57 President and Head of Operations and Products		Shlomi Argas has served as our President and Head of Operations and Products since January 1, 2021. Mr. Argas served as our Executive Vice President—Operations and Products from 2018 to 2021. From 2014 to 2017, Mr. Argas served as our Executive Vice President—Projects and was responsible for management of our drilling operations. From 2009 until 2014, Mr. Argas served as our Vice President responsible for management of geothermal projects and Recovered Energy Generation (“REG”) projects. From 2006 to 2009, Mr. Argas served as Manager of the REG Projects Department, responsible for the design and installation of REG power plants. From 1994 to 2006, Mr. Argas served in our Product Engineering Department as a Product Engineer. Mr. Argas earned a BS in Mechanical Engineering from Ben-Gurion University in 1992 and a Certificate from the Technology Institute of Management, Executive Management Program.

Age 60 Executive Vice President— Electricity Segment		SHIMON HATZIR
Age 60 Executive Vice President— Electricity Segment		Shimon Hatzir has served as Executive Vice President—Electricity Segment since April 1, 2021. Mr. Hatzir served in various roles at the Company for 32 years, most recently, beginning in October 2018 as General Manager of our Energy Storage segment. Previously, Mr. Hatzir has served as Executive Vice President, Engineering and Research and Development at the Company. Mr. Hatzir holds a Bachelor of Science in Mechanical Engineering from Tel Aviv University as well as a Certificate from the Executive Management Program at Technion Israel Institute of Management.

Age 58 Executive Vice President— Energy Storage and Business Development		OFER BEN YOSEF
		Ofer Ben Yosef has served as our Executive Vice President—Energy Storage and Business Development since January 1, 2021. From April 2020 until January 2021, Mr. Ben Yosef served as our Executive Vice President -Business Development, Sales and Marketing. From 2008 to 2020, Mr. Ben Yosef served as a Division President at Amdocs Ltd. From 2000 to 2008, Mr. Ben Yosef served at other operational roles at Amdocs Ltd. From 1996 to 2000, Mr. Ben Yosef served as IT manager at AIG Israel. He earned a BA in Earth Science from Bar Ilan University, a BA in Software Development from Tel Aviv University and an MBA from Bar Ilan University.

Age 45 General Counsel and Chief Compliance Officer		JESSICA WOELFEL
Age 45 General Counsel and Chief Compliance Officer		Jessica Woelfel has served as our General Counsel and Chief Compliance Officer since January 25, 2022. Ms. Woelfel previously served as our Interim General Counsel and Chief Compliance Officer from March 2021 to January 2022, and as Vice President, U.S. Legal for the Company’s business in the United States from January 2019 to March 2021. Ms. Woelfel has nearly 20 years of legal experience and, prior to joining the Company, was a partner at McDonald Carano LLP, in Reno, Nevada from 2010 to 2018 and an associate at Sonnenschein, Nath and Rosenthal LLP in San Francisco, California. Ms. Woelfel holds a Bachelor’s degree from the University of California, Berkeley and a J.D. from the University of California, Hastings College of Law.

Age 65 Member of our Board since July 2020 Chairman of the Board	ISAAC ANGEL
	DIRECTOR QUALIFICATIONS: • Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Gilat Satellite Networks Ltd. (Chairman)
	BACKGROUND: Mr. Angel has served as Chairman of our Board since January 2021, and served as Executive Chairman of our Board from July 2020 to December 2020. Mr. Angel was also our CEO from 2014 to July 2020. Mr. Angel has served as chairman of the board of Gilat Satellite Networks Ltd. (Nasdaq: GILT) since March 2020. Previously, Mr. Angel served as a director of Frutarom Ltd. from 2008 until 2016 and Retalix Ltd. from 2012 until 2013, and as executive chairman of LeadCom Integrated Solutions Ltd. from 2008 to 2009. From 2006 to 2008, Mr. Angel served as Executive Vice President, Global Operations of VeriFone after it acquired Lipman Electronic Engineering Ltd. (“Lipman”), and from 1979 to 2006, he served in various positions at Lipman, including as its President and CEO.

Age 61 Director Nominee Independent Director	KARIN CORFEE
	DIRECTOR QUALIFICATIONS: • Depth of experience in the energy sector and her expertise with strategic planning, renewables, energy storage and distributed energy resources	EDUCATION: • BS, Political Economy of Natural Resources, University of California at Berkeley • MS, Civil Engineering, Stanford University
	BACKGROUND: Ms. Corfee is currently Vice President, Professional & Advisory Services at Kevala LLC, a power grid analytics company, a role she has held since October 2021. She is also the founder and CEO of KC Strategies LLC, a business consultancy firm specializing in climate and sustainability services, roles she has held since the company’s founding in April 2021. Ms. Corfee has 30 years of experience in the energy industry. Most recently, she served as Partner and Western Team Leader at Guidehouse, a management consulting firm, where she oversaw the firm’s western energy practice from October 2019 to April 2021. Ms. Corfee served as Managing Director and Leader of Clean Energy Programs and Sustainability at Navigant Consulting, Inc., a management consulting firm, from 2011 to its acquisition by Guidehouse in October 2019. Prior to Navigant, Ms. Corfee was the Vice President and West Coast DSM Manager at KEMA Inc., a global energy consultancy company.

Age 75 Member of our Board since May 2012 Independent Director • Audit Committee • Nominating and Corporate Governance Committee • Investment Committee (Chair)	DAVID GRANOT
	DIRECTOR QUALIFICATIONS: • Extensive management, banking and financial experience, and overall business knowledge	EDUCATION: • BA, Economics, Hebrew University • MBA, Hebrew University
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Protalix BioTherapeutics, Inc.
	BACKGROUND: From 2001 through 2007, Mr. Granot was the Chief Executive Officer of the First International Bank of Israel Ltd. Mr. Granot currently serves on the boards of directors of Bezeq The Israel Telecommunication Corp. Ltd., M.L.R.N. Projects and Trading Ltd. (chairman of the board), Sonol Israel Ltd., Rav-Bariach(08) Industries Ltd. and Protalix BioTherapeutics, Inc. (NYSE: PLX , where he will cease to serve as a director on June 30, 2022.). During the past five years, Mr. Granot served as a member of the board of directors of the following non-U.S. public and private companies, for which he no longer serves as a director: Akerstein Ltd., Fritz Companies Israel T. Ltd. (chairman), Alrov (Israel) Ltd., Geregu Power Plc, Harel Insurance, Investments and Financial Services Ltd. (chairman of the investments committee of the Nostro), Calcalit Jerusalem Ltd. and Tempo Beverages Ltd.

Age 52 Director Nominee Independent Director • Audit Committee (Chair, assuming elected) • Compensation Committee (assuming elected)	MICHAL MAROM
	DIRECTOR QUALIFICATIONS: • Extensive corporate governance and financial experience	EDUCATION: • BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Partner Communications Ltd. • REE Automotive Ltd.
	BACKGROUND: Ms. Marom has served on the board of directors and the audit and compensation committees of REE Automotive Ltd. (Nasdaq: REE) since July 2021 and the board of directors and audit, finance, investment and compensation committees of Partner Communications Ltd. (Nasdaq: PTNR) since January 2021. She is also a member of the boards of directors of several Israeli companies, including OPC Energy Ltd., the largest private electricity company in Israel, and Dan Transportation Ltd. From 2011 to 2015, Ms. Marom served as the Chief Financial Officer of Linkury Ltd., an Israeli high-tech company she co-founded in 2011. She also previously served on the board of BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) from 2015 to 2019. Ms. Marom is a certified public accountant in Israel and also acts as a consultant providing strategic advice on business models and financial transactions.

Age 57 Member of our Board since May 2021 Independent Director • Investment Committee (assuming elected)	MIKE NIKKEL
	DIRECTOR QUALIFICATIONS: • Extensive experience in the energy and infrastructure sectors, across development, finance, legal and management	EDUCATION: • JD, University of Minnesota School of Law
	BACKGROUND: Mr. Nikkel currently serves as Senior Managing Director of the Energy and Eco-Services Business Headquarters of ORIX where he assists with global business development and management, Mr. Nikkel joined ORIX in 2016. He has held senior management positions in the energy and infrastructure sectors across development, finance, legal and management for more than 25 years. Mr. Nikkel started his career in the sector at the AES Corporation in 1996 where he became Vice President and Head of Business Development as well as Chief Financial Officer of the firm’s Asian operations before departing the company in 2003. Since that time, he has been Managing Director and a regional head at CLP Holdings, the Chief Executive Officer of a joint venture between CLP and the Mitsubishi Corporation, an Asia-based partner at private equity firm Global Infrastructure Partners, as well as the internal infrastructure and energy advisor to the Jardine Matheson and Astra International group of companies. He has previously served on a number of boards of directors and various committees, including the board and executive committee of publicly-listed Electricity Generating PLC of Thailand.

Age 53 Member of our Board since May 2018 Independent Director • Compensation Committee (Chair) • Investment Committee	DAFNA SHARIR
	DIRECTOR QUALIFICATIONS: • Extensive domestic and international financial and legal experience, specifically in mergers and acquisitions	EDUCATION: • BA, Economics, Tel Aviv University • LLB, Tel Aviv University School of Law • LLM, New York University School of Law • MBA, INSEAD
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Gilat Satellite Networks Ltd.
	BACKGROUND: Ms. Sharir has served on the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT) since 2016 and on the board of directors of private company Minute Media Inc. since 2021. From 2013 to 2018, she served on the board of directors of Frutarom Industries Inc. and from 2012 to 2015, she served on the board of directors of Ormat Industries Inc., which was merged into Ormat Systems Ltd. (“Ormat Systems”) in February 2015. Since 2005, Ms. Sharir has served as a consultant, providing mergers and acquisitions advisory services, including with respect to due diligence, structuring and negotiation, to public and private companies around the world. From 2002 to 2005, she served as Senior Vice President – Investments of AMPAL-American Israel Corporation, formerly a publicly traded company in the U.S., and was responsible for all of its acquisitions and dispositions. From 1999 to 2002, she served as Business Development – Director of Mergers and Acquisitions at AMDOCS and was responsible for international acquisitions and equity investments.

Age 65 Member of our Board since November 2015 Independent Director • Audit Committee • Nominating and Corporate Governance Committee (Chair)	STANLEY B. STERN
	DIRECTOR QUALIFICATIONS: • Extensive management, strategic analysis, banking and financial experience across a broad spectrum of industries	EDUCATION: • BA, Economics and Accounting, City University of New York, Queens College • MBA, Harvard University
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. (Chairman) • Ekso Bionics Holdings, Inc. • Radware Ltd.
	BACKGROUND: Mr. Stern is the Managing Partner of Alnitak Capital, which he founded in 2013 to provide board level strategic advisory services and merchant banking services, primarily to companies in technology-related industries. From 1981 to 2000 and from 2004 to 2013, he was a Managing Director at Oppenheimer & Co, where, among other positions, he was head of the investment banking department and technology investment banking group. He also held positions at Salomon Brothers, STI Ventures and C.E. Unterberg. Mr. Stern has served as chairman of the board of directors of AudioCodes, Ltd. (Nasdaq: AUDC) since 2012, and serves as a member of the board of directors of the following public companies: Ekso Bionics Holdings, Inc. (Nasdaq: EKSO) since 2015, and Radware Ltd. (Nasdaq: RDWR) since September 2020. Mr. Stern previously served from 2015 to 2018 as the chairman of the board of directors of SodaStream International Ltd., a publicly traded company in the U.S. until its sale to Pepsico in 2018, and as a member of the board of directors of the following public and private companies, for which he no longer serves as a director: Given Imaging Ltd., Fundtech Inc., Tucows, Inc. (Chairman), Polypid Ltd., and Odimo, Inc.

Age 51 Member of our Board since June 2020 Independent Director • Compensation Committee • Nominating and Corporate Governance Committee	HIDETAKE TAKAHASHI
	DIRECTOR QUALIFICATIONS: • Extensive experience and knowledge related to the renewable energy sector	EDUCATION: • BA, Economics, Keio University (Japan)
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Ubiteq, Inc.
	BACKGROUND: Mr. Takahashi currently serves as Managing Executive Officer and Head of Energy and Eco-Services Business Headquarters at ORIX, where he has been leading ORIX’s global energy and eco-services business and has been leading their global renewable energy initiative since 2011. Mr. Takahashi joined ORIX in 1993 and has held a variety of investment, management and business operations positions for the firm in multiple industry sectors, including energy, private equity, real estate and corporate finance. He currently serves as a member of the boards of directors of companies invested by ORIX, including Elawn Energy S.L., a global renewable energy company in Spain, Greenko Energy Holdings, a leading renewable energy company in India and Ubiteq Inc., a technology services company listed on the Tokyo Stock Exchange, and serves on the Board of Directors for Ubiteq, Inc.

Age 70 Member of our Board since July 2017 Independent Director • Audit Committee	BYRON G. WONG
	DIRECTOR QUALIFICATIONS: • Extensive experience and proficiency in understanding, developing and managing energy and power projects globally	EDUCATION: • BA, Economics, University of California, Los Angeles • MBA, University of California, Los Angeles
	BACKGROUND: Mr. Wong has been a private energy consultant following his retirement from Chevron Corporation (“Chevron”) at the end of 2012 after more than 31 years with Chevron, its affiliates and predecessor companies. While at Chevron, from 2001 to 2012, Mr. Wong was Senior Vice President — Commercial Development (Asia) for Chevron Global Power Company, managing a team of professionals in identifying and developing opportunities for independent power projects to monetize Chevron’s gas in the region, and also participating as a member of a decision review board for overseeing Chevron’s geothermal development opportunities in Indonesia and the Philippines. Prior to the merger with Chevron in 2001, Mr. Wong established and staffed the initial Asian office location for Texaco Power and Gasification in Singapore in 1999. Before moving to Singapore, from 1995 to 1999 Mr. Wong was based in London with Texaco Europe: first as the Director of New Business Development (Downstream) for Central/ Eastern Europe and Former Soviet Union, with primary responsibility for developing Texaco’s downstream entry into this region; and later, from 1998 to early 1999 as Vice President of Upstream Corporate Development for Europe, Eurasia, Middle East and North Africa, focusing on opportunities for upstream oil and gas mergers, divestments and acquisitions.

Board independence	All directors are independent, other than Mr. Angel, our former CEO, and all committees are made up of independent directors.
Executive sessions	Independent members of the Board and each of the committees meet regularly in executive session with no members of management present.
Board evaluation	Each of the Board and its committees evaluates and discusses its respective performance and effectiveness annually.
Engagement with stockholders	The Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement.
Director accountability	All directors must be elected annually, by majority vote of the stockholders (except in contested elections, where they are elected by plurality).
Compensation review	The Compensation Committee reviews the appropriateness of our executive officer and director compensation.
Risk oversight	The Board and committees regularly review their oversight of risk and the allocation of risk oversight among the committees.

Board/Committee	Areas of Risk Oversight
Entire Board	Strategic, financial, industrial, competitive and operational risks and exposures; technological risks, including cybersecurity exposures; litigation and regulatory exposures and other current matters that may present material risk to our operations, plans, prospects or reputation, both from a global perspective and on a power plant-by-power plant basis.
Audit Committee	Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, audit oversight, internal control over financial reporting and internal audit, as well as cybersecurity matters.
Investment Committee	Financial risk exposures, particularly risks and exposures associated with cash investment guidelines, financial risk policies and hedging activities.

Separation of CEO and Chairman	Currently, the CEO position is separate from the Chairman of the Board position; Mr. Angel serves as Chairman, while Mr. Blachar serves as our CEO and does not serve on our Board. We believe this structure is appropriate corporate governance for us at this time, as it best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, the Chairman’s attention to Board and committee matters allows the CEO to focus more specifically on overseeing the Company’s day-to-day operations as well as strategic opportunities and planning.
Doron Blachar, CEO Isaac Angel, Chairman
Lead Independent Director	Under our bylaws, a Lead Independent Director must be appointed where the Chairman and CEO are the same individual. If one is required, the Lead Independent Director must be elected via secret ballot by a majority vote of the independent directors. The Lead Independent Director’s responsibilities include but are not limited to the following: • coordinating the activities of the independent directors; • determining the schedule of Board and committee meetings and preparing meeting agendas; • assessing the flow of information from management to ensure independent directors can perform their duties responsibly; • ensuring the Compensation Committee’s oversight of the Company’s incentive-based compensation policies and procedures; • in conjunction with the Compensation Committee, evaluating the CEO’s performance; • coordinating, preparing the agendas for and moderating executive sessions; and • recommending the membership of Board committees and committee chairs. Currently, our Chairman and CEO are different individuals. However, because the Chairman of our Board, Mr. Angel, was determined by our Board not to be independent under our Corporate Governance Guidelines and the listing standards of the New York Stock Exchange (the “NYSE”), our Board determined it was appropriate to appoint a lead independent director to enhance the Board’s ability to effectively carry out its roles and responsibilities on behalf of our stockholders. The independent directors of our Board have elected Stanley Stern to succeed Dan Falk as Lead Independent Director, assuming Mr. Stern’s reelection to the Board.

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Investment Committee
Isaac Angel Chairman
Dan Falk* Lead Independent Director
Albertus “Bert” Bruggink*				⁽³⁾
David Granot*
Mike Nikkel*
Dafna Sharir*
Stanley B. Stern*
Hidatake Takahashi*		⁽¹⁾	⁽²⁾
Byron G. Wong*

(1)	Appointed to serve on the Compensation Committee in accordance with the terms of the Governance Agreement. For more information, see “ORIX Governance Agreement.”
(2)	Appointed to serve on the Nominating and Corporate Governance Committee in accordance with the terms of the Governance Agreement. For more information, see “ORIX Governance Agreement.”
(3)	Appointed to serve on the Investment Committee in accordance with the terms of the Governance Agreement. For more information, see “ORIX Governance Agreement.”
*	Independent director for purposes of Board membership and membership on any committee on which the individual serves. For more information, see “How our Board Is and Evaluated—Director Independence and Independence Determinations.”

	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Investment Committee
Isaac Angel Chairman
Stanley B. Stern* Lead Independent Director
Karin Corfee*
David Granot*
Michal Marom*
Mike Nikkel*				⁽³⁾
Dafna Sharir*
Hidatake Takahashi*		⁽¹⁾	⁽²⁾
Byron G. Wong*

AUDIT COMMITTEE
INDEPENDENCE/ QUALIFICATIONS: • All members are “independent” under applicable standards. • All members are “financially literate” under NYSE listing standards. • Each of Mr. Falk, who will not stand for reelection at the Annual Meeting, and Ms. Marom, who will serve on the Audit Committee assuming her election to the Board, has “accounting or related financial management expertise” under NYSE listing standards and is an “audit committee financial expert” under applicable SEC rules.	KEY RESPONSIBILITIES: • Selects an independent registered public accounting firm to be engaged to audit our financial statements • Annually reviews and discusses with the independent registered public accounting firm its independence • Reviews and discusses the audited annual financial statements and unaudited quarterly financial statements with the independent registered public accounting firm • Discusses with management and the independent registered public accounting firm any significant financial reporting issues and judgments and the adequacy of internal controls • Annually prepares the Audit Committee report • Oversees our internal audit function • Oversees SOX compliance • Manages and reviews our compliance with legal and regulatory requirements with respect to accounting policies, internal controls and financial reporting and with our Code of Business Conduct and Ethics • Oversees the whistleblower ethics hotline and the procedures established by the Company for receiving and addressing anonymous complaints regarding financial or accounting irregularities • Reviews and approves or ratifies related person transactions

COMPENSATION COMMITTEE
INDEPENDENCE/ QUALIFICATIONS: • All members are “independent” under applicable standards.	KEY RESPONSIBILITIES: • Annually reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers • Annually evaluates the performance of our CEO and other executive officers in light of these goals and objectives and their individual achievements and recommends to our Board for approval the compensation of our CEO and other executive officers • Periodically reviews and approves of all other elements of our CEO’s and other executive officers’ compensation, including cash-based and equity-based awards, employment, severance or change in control agreements, and any special or supplemental compensation and benefits for our CEO and other executive officers • Makes recommendations to our Board with respect to the adoption, amendment, termination or replacement of incentive compensation, equity-based plans, revenue sharing plans or other compensation plans maintained by the Company • Makes recommendations to our Board as to the appropriate compensation for Board members • Annually reviews the Compensation Discussion and Analysis, recommends its inclusion in the proxy statement and prepares the Compensation Committee report • Makes recommendations to our Board as to changes in Ormat’s general compensation philosophy • Monitors Ormat’s compliance with SEC and NYSE rules and regulations regarding “say-on-pay” and binding stockholder approval of certain executive compensation

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
INDEPENDENCE/ QUALIFICATIONS: • All members are “independent” under applicable standards.	KEY RESPONSIBILITIES: • Develops criteria and qualifications for Board membership • Identifies and approves individuals who meet Board membership criteria and are qualified to serve as members of our Board • Recommends director nominees for our annual meetings of stockholders • Recommends Board members for committee service • Develops and recommends to our Board corporate governance guidelines • Reviews the adequacy of our certificate of incorporation and bylaws • Reviews and monitors compliance with our Corporate Governance Guidelines • Oversees the evaluation of the Board and management • Makes independence determinations and periodically reviews independence standards

INVESTMENT COMMITTEE
INDEPENDENCE/ QUALIFICATIONS: • All members are “independent” under applicable standards.	KEY RESPONSIBILITIES: • Reviews and approves the investment policy adopted by our Board (the “Investment Policy”), which outlines general guidelines for investment, including the type and amount, the desired time period, and the authority to and procedures for making the investment • Considers and, as applicable, approves and authorizes hedging transactions we may enter into to hedge our exposure to certain risks and currencies in accordance with the Investment Policy • Makes recommendations and determinations as to the investment of our cash and cash-equivalents in accordance with the Investment Policy • Meets on an as-needed basis as instructed by our Board

•	the information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate;
•	a written consent of the candidate to serve as one of our directors if elected; and
•	any supporting material the stockholder considers appropriate in support of that recommendation.

A LETTER FROM OUR CEO

2022 PROXY STATEMENT SUMMARY

WHO WE ARE

HOW WE ARE MAKING A DIFFERENCE

OUR EXECUTIVE OFFICERS

PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2022

VOTE REQUIRED

HOW WE ARE GOVERNED

CORPORATE GOVERNANCE HIGHLIGHTS

ROLE OF OUR BOARD

EXECUTIVE SESSIONS

CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES

HOW OUR BOARD IS ORGANIZED

BOARD LEADERSHIP STRUCTURE

BOARD COMMITTEES

BOARD AND COMMITTEE MEETINGS

ORIX GOVERNANCE AGREEMENT

HOW OUR BOARD IS SELECTED AND EVALUATED

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

BOARD RECRUITMENT PROCESS

EXPECTATIONS FOR MEMBERS OF OUR BOARD

BOARD AND COMMITTEE EVALUATIONS

OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS

PROPOSAL 1
ELECTION OF DIRECTORS

STEP 1: Initiation of Evaluations	Our General Counsel initiates the annual evaluation process by presenting the proposed approach to the Board and distributing questionnaires to each director soliciting his or her opinions on Board performance and effectiveness.

STEP 2: Board and Committee Assessment Questionnaires	Each director completes a questionnaire addressing the Board’s knowledge and understanding of, and performance with respect to, the Company’s business, strategy, values and mission, the appropriateness of the Board’s structure and composition, the communication among the directors and between the Board and management and the Board’s meeting process. Committee members additionally assess, among other topics, how the committee has satisfied the responsibilities contained in its charter, the organization of the committee, the committee meeting process and the committee’s oversight.

STEP 3: Follow-Up Interviews	Our General Counsel reviews each questionnaire and conducts follow-up interviews with each director as necessary.

STEP 4: Presentation of Findings	Our General Counsel prepares and presents to the Board a report aggregating and summarizing for the Board and its committees the findings from the questionnaires and interviews.

STEP 5: Implementation of Feedback	The Board and its committees discuss the findings and consider what, if any, actions should be implemented to enhance future performance.

SEC Form DEF 14A filed by Ormat Technologies Inc.