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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Filed by a party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	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 | March 28, 2023

TO OUR STOCKHOLDERS:

On behalf of the Board of Directors, I cordially invite you to attend the 2023 Annual Meeting of Stockholders of Ormat Technologies, Inc. to be held on May 9, 2023 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 March 20, 2023 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 March 28, 2023 to our stockholders of record as of the close of business on March 20, 2023. 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 May 9, 2023

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 MAY 9, 2023:

The Proxy Statement and 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2022, 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 2023;
3.	approve, in a non-binding, advisory vote, the compensation paid to our named executive officers;
4.	approve, in a non-binding, advisory vote, the frequency of the advisory stockholder vote on the compensation of our named executive officers; 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 March 20, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

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, Chief Compliance Officer and
Corporate Secretary

March 28, 2023

ORMAT TECHNOLOGIES, INC. | 2023 PROXY STATEMENT 02

TABLE OF CONTENTS

A LETTER FROM OUR CEO	05
2023 PROXY STATEMENT SUMMARY	06
WHO WE ARE	09
OUR ESG FOCUS	10
OUR EXECUTIVE OFFICERS	11
PROPOSAL 1 - ELECTION OF DIRECTORS	13
Nominees for Election to the Board of Directors in 2023	13
Vote Required	17
HOW WE ARE GOVERNED	18
Corporate Governance Highlights	18
Role of Our Board	18
Executive Sessions	19
Code of Business Conduct and Ethics and Corporate Governance Guidelines	19
HOW OUR BOARD IS ORGANIZED	20
Board Leadership Structure	20
Board Committees	21
Board and Committee Meetings	23
Board Refreshment	23
ORIX Governance Agreement	24
HOW OUR BOARD IS SELECTED AND EVALUATED	25
Director Independence and Independence Determinations	25
Board Recruitment Process	25
Expectations for Members of Our Board	26
Board and Committee Evaluations	27
OUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS	28
HOW YOU CAN COMMUNICATE WITH US	30
Communicating with our Board	30
Stockholder Engagement Highlights	30
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	31
Appointment of Independent Registered Public Accounting Firm	31
Audit and Non-Audit Fees	31
Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm	32
Vote Required	32
AUDIT COMMITTEE REPORT	33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	36
Vote Required	36

ORMAT TECHNOLOGIES, INC. | 2023 PROXY STATEMENT 03

PROPOSAL 4 - ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION	37
Vote Required	37
COMPENSATION DISCUSSION AND ANALYSIS	38
Executive Summary	38
Compensation Governance	40
Views of our Stockholders	41
Determination of Amounts and Formulas for Compensation	41
Fiscal 2023 Compensation	46
COMPENSATION COMMITTEE REPORT	46
EXECUTIVE COMPENSATION TABLES	47
Summary Compensation Table	47
Grants of Plan-Based Awards in 2022	49
Employment Agreements	50
Outstanding Equity Awards at Fiscal Year End	52
Option Exercises and Stock Vested in 2022	55
Pension Plans	55
Non-Qualified Deferred Compensation	55
Potential Payments Upon Termination or Change in Control	55
PAY RATIO	58
CEO Pay Ratio	58
Identifying the Median Employee	58
PAY VERSUS PERFORMANCE	59
Pay Versus Performance Table	59
Tabular List of Most Important Financial Performance Measures	60
Relationship Between Cap And Certain Financial Measures	61
DIRECTOR COMPENSATION	63
Fiscal 2022 Non-Employee Director Compensation Program	63
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 2024 Annual Meeting of Stockholders	73
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	74
HELPFUL RESOURCES	A-1



TIME AND DATE	ANNUAL MEETING	RECORD DATE
Tuesday, May 9, 2023	ONLINE	March 20, 2023
10:00 a.m., Eastern Daylight Time	https://web.lumiagm.com/251938693

	Proposal	Board Vote Recommendation	Page
Proposal 1	Election to our Board of Directors of the nine director nominees	FOR each of the nominees	13
Proposal 2	Ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm	FOR	31
Proposal 3	Advisory vote on the compensation for our named executive officers	FOR	36
Proposal 4	Advisory vote on the frequency of future advisory votes on the compensation for our named executive officers	ONE YEAR	37
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 (if a stockholder of record) or voting instruction form (if a street name holder) 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, password ormat2023	Refer to voting instruction form.

				Committee Memberships
Name	Age	Director Since	Independent	Audit	Compensation	Nominating & Corporate Governance	Investment	ESG
Isaac Angel	66	2020
Karin Corfee	62	2022
David Granot	76	2012
Michal Marom	53	2022
Mike Nikkel	58	2021
Dafna Sharir	54	2018
Stanley B. Stern⁺	65	2015
Hidetake Takahashi	52	2020
Byron G. Wong	71	2017

	Chairman of the Board
	Chair of committee
+	Lead Independent Director

Age 55 Chief Executive Officer		DORON BLACHAR
Age 55 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 Chief Financial Officer 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. Since October 2022, Mr. Ginzburg has served as a member of the board of Ithaca Energy plc, a company listed on the London Stock Exchange. Mr. Ginzburg also 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 58 President and Head of Operations and Products		SHLOMI ARGAS
Age 58 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 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. As previously disclosed, Mr. Argas has decided to transition out of his role as President and Head of Operations and Products of the Company, effective July 1, 2023, and is expected to remain employed as a senior consultant to the Company’s management, where he will continue supporting various strategic, sales, business development and operational efforts. Mr. Argas’s decision is part of his longer-term personal plan to eventually retire.

Age 61 Executive Vice President— Electricity Segment		SHIMON HATZIR
Age 61 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 59 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 46 General Counsel, Chief Compliance Officer, and Corporate Secretary		JESSICA WOELFEL
		Jessica Woelfel has served as our General Counsel and Chief Compliance Officer since January 25, 2022, and has served as our Corporate Secretary since November 2, 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 more than 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.

	ISAAC ANGEL
	DIRECTOR QUALIFICATIONS: • Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business

Age 66 Member of our Board since July 2020 Chairman of the Board	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. Previously, Mr. Angel served as chairman of the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, from March 2020 to March 2023, 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.

	KARIN CORFEE
	DIRECTOR QUALIFICATIONS: • Depth of experience in the energy sector and expertise with strategic planning, renewables, energy storage and ESG	EDUCATION: • BS, Political Economy of Natural Resources, University of California at Berkeley • MS, Civil Engineering, Stanford University
Age 62 Member of our Board since June 2022 Independent Director • Audit Committee • ESG Committee (Chair)	BACKGROUND: Ms. Corfee has served on the board of directors of ClimeCo, a privately held global sustainability company, since September 2021 and the Center for Resource Solutions, a non-profit that creates policy and market solutions to advance sustainable energy, since March 2015. She is also the founder and CEO of KC Strategies LLC, a business consultancy firm specializing in energy, climate and sustainability services since its founding in April 2021. Ms. Corfee is an energy, ESG and management consultant with over three decades of experience assisting large corporations, utilities, government agencies, and investors with clean energy transition strategies. Previous work experience includes serving as Vice President of Professional & Advisory Services at Kevala, Inc., a power grid analytics company, from October 2021 to June 2022 where she built their professional advisory services team. From October 2019 through April 2021, Ms. Corfee served as a Partner at Guidehouse, a management consulting firm, where she oversaw the firm’s western energy practice. Ms. Corfee also served as Managing Director at Navigant Consulting, Inc., a management consulting firm from 2011 to its acquisition by Guidehouse in October 2019. Ms. Corfee also served as a Vice President at KEMA, Inc. (now DNV), a global energy consultancy company, from 1998 to 2011. Prior to consulting, Ms. Corfee worked for electric and gas utilities in North America, including Pacific Gas and Electric Company, City of Palo Alto Utilities, and Union Electric Company (now Ameren Corporation).

	DAVID GRANOT
	DIRECTOR QUALIFICATIONS: • Extensive management, banking, and financial experience, and overall business knowledge	EDUCATION: • BA, Economics, Hebrew University • MBA, Hebrew University
Age 76 Member of our Board since May 2012 Independent Director • Nominating and Corporate Governance Committee • Investment Committee (Chair) • ESG Committee	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Bezeq The Israel Telecommunication Corp. Ltd. • M.L.R.N. Projects and Trading Ltd. (Chairman) • CLAL Insurance Enterprises Holdings Ltd.
	BACKGROUND: Mr. Granot currently serves on the boards of directors of Bezeq The Israel Telecommunication Corp. Ltd. (TASE: BEZQ), M.L.R.N. Projects and Trading Ltd. (where he is Chairman of the board) (TASE: MLRN), and CLAL Insurance Enterprises Holdings Ltd. (TASE: CLIS), which are all public companies in Israel. He also serves on the boards of directors of Sonol Israel Ltd. and Rav-Bariach (08) Industries Ltd., which are both private companies in Israel. During the past five years, Mr. Granot served as a member of the boards 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., Tempo Beverages Ltd., and Protalix BioTherapeutics, Inc. (NYSE: PLX, where he ceased to serve as a director on June 30, 2022). From 2001 through 2007, Mr. Granot was the Chief Executive Officer of the First International Bank of Israel Ltd.

	MICHAL MAROM
	DIRECTOR QUALIFICATIONS: • Extensive corporate governance and financial experience	EDUCATION: • BA, Business, Israeli College of Management Academic Studies • MSF, Baruch College
Age 53 Member of our Board since June 2022 Independent Director • Audit Committee (Chair) • Compensation Committee	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • OPC Energy Ltd. (resigning July 2023) • Partner Communications Ltd. • Paz Oil Company 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), a U.S. public company, since July 2021 and the board of directors and audit, finance, investment and compensation committees of Partner Communications Ltd. (TASE: PTNR), a public company in Israel, since January 2021. She is also a member of the boards of directors of two public companies in Israel, namely, Paz Oil Company Ltd. (TASE: PZOL), a leading energy company in Israel, and OPC Energy Ltd. (TASE: OPCE), the largest private electricity company in Israel, where she also serves on the audit and compensation committees. Ms. Marom has given notice of her intent to resign from the board of OPC Energy Ltd., effective July 2023. Additionally, she is on the board of directors of Dan Transportation Ltd., a private company in Israel. 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 previously served on the boards of BiondVax Pharmaceuticals Ltd. (Nasdaq: BVXV) from 2015 to 2019, Panaxia Labs Israel Ltd. (TASE: PNAX) and Together Pharma Ltd. (TASE: TGTR). Ms. Marom is a certified public accountant in Israel and also acts as a consultant providing strategic advice on business models and financial transactions.

	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
Age 58 Member of our Board since May 2021 Independent Director • Compensation Committee • Investment Committee	BACKGROUND: Mr. Nikkel currently serves as Senior Managing Director and Deputy Head 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 Electricity Generating PLC of Thailand, a public company.

	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
Age 54 Member of our Board since May 2018 Independent Director • Compensation Committee (Chair) • Nominating and Corporate Governance Committee	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Cognyte Software Ltd. • Gilat Satellite Networks Ltd.
	BACKGROUND: Ms. Sharir has served on the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, since 2016, on the board of directors and audit committee of Cognyte Software Ltd. (Nasdaq: CGNT), a U.S. public company, since 2022. She has also served on the board of directors of Minute Media Inc., a private company, 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 U.S. public company, 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.

	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
Age 65 Member of our Board since November 2015 Lead Independent Director • Audit Committee • Nominating and Corporate Governance Committee (Chair) • Investment Committee	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: • Audiocodes, Inc. (Chairman) • Ekso Bionics Holdings, Inc. (Lead Independent Director) • 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), a U.S. public company, since 2012, and serves as a member of the board of directors of the following U.S. 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 U.S. public company in until its sale to Pepsico in 2018, and previously as a member of the board of directors of the following public and private companies: Given Imaging Ltd., Fundtech Inc., Tucows, Inc. (Chairman), Polypid Ltd., and Odimo, Inc.

	HIDETAKE TAKAHASHI
	DIRECTOR QUALIFICATIONS: • Extensive experience and knowledge related to the renewable energy sector	EDUCATION: • BA, Economics, Keio University (Japan)
Age 52 Member of our Board since June 2020 Independent Director • Investment Committee	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 Ubiteq Inc. (TYO: 6662), a technology services company which is public in Japan, and the following private companies: Elawn Energy S.L., a global renewable energy company in Spain, and Greenko Energy Holdings, a leading renewable energy company in India.

	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
Age 71 Member of our Board since July 2017 Independent Director • Audit Committee • ESG Committee	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).

A LETTER FROM OUR CEO

2023 PROXY STATEMENT SUMMARY

ANNUAL MEETING

VOTING MATTERS AND BOARD RECOMMENDATIONS

CASTING YOUR VOTE

BOARD NOMINEES

NOTICE OF INTERNET AVAILABILITY

WHO WE ARE

OUR ESG FOCUS

OUR EXECUTIVE OFFICERS

PROPOSAL 1 ELECTION OF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2023

VOTE REQUIRED

HOW WE ARE GOVERNED

CORPORATE GOVERNANCE HIGHLIGHTS

PROPOSAL 1
ELECTION OF DIRECTORS

SEC Form DEF 14A filed by Ormat Technologies Inc.