Election Of Directors

The Company’s Board of Directors is presently comprised of seven members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election.election and until the successor is duly elected and qualified or, if earlier, until the director’s death, resignation, retirement, disqualification or removal. Class I directors consist of Dan Avida, Yoni CheifetzBetsy Atkins and Doron Inbar;Dirk Hoke; Class II directors consist of Tal Payne and Marcel Gani; and Class III directors consist of Guy SellaNadav Zafrir, Zvi Lando and Avery More.

The Class I directors standing for election or reelection, as applicable at the Annual Meeting are Dan Avida, Yoni CheifetzMs. Betsy Atkins, and Doron Inbar.Mr. Dirk Hoke. The Class II and Class III directors will stand for reelection or election, as applicable, at the 20202023 and 20212024 annual meetings of stockholders, respectively.

Of the nominees for election to Class I, isboth Ms. Atkins and Mr. Hoke are currently a directordirectors of the Company.Company and Ms. Atkins serves as chair of the Nominating and Corporate, Governance Committee, and Mr. Dirk Hoke, who was appointed to the Board of Directors on April 19, 2022 , serves as a member of the Nominating and Corporate Governance Committee. If elected at the Annual Meeting, each of the nominees for election to Class I would serve for a three-year term until the third annual meeting of stockholders following this Annual Meeting 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 of the nominees 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. In the alternative, the stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled aton a later date by the Board, or the Board may reduce the size of the Board of Directors.

For each of the director nominees for reelectionand continuing directors the following pages contain certain biographical information including a description of their professional background, primary qualifications, attributes and skills, as Class Iwell as the Board committees the directors at the Annual Meeting and of the incumbent Class II and Class III directors, and certain information about them, including their ages as of April 11, 2019, are included below.serve on.

(3)	Member of the Committees:   Nominating and Corporate Governance Committee.Committee Chair Technology Committee Member Compensation Committee Member Other Current Public Boards: Wynn Resorts and SL Green
Director Since: 2021 Age: 68	is the former CEO and Chairman of SaaS Company Clear Standards, Inc. an energy management and sustainability software company. 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, from 2008-2010 and as CEO of NCI, a food manufacturer creating Nutraceutical and Functional Food products, from 1991-1994. In addition, Ms. Atkins is a highly acclaimed public company Board Director and author. Ms. Atkins has served on some of the world’s most visible global public company boards. 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 ESG 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 IIoT, 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, the renewable solar company, and Schneider, the energy efficiency infrastructure monitoring and industrial automation process control company, where she served from 2005-2012 and 2011 – 2019, respectively. 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 and SL Green. Ms. Atkins holds a degree in liberal arts from the University of Massachusetts, Magna Cum Laude.

Dirk Carsten Hoke

Committees:   Nominating and Corporate Governance Committee Member Other Current Public Boards: Spire Global, Inc.

Director Since: 2022 Age: 53

has a career that spans more than 25 years and five continents in various industries. Most recently, Mr. Hoke served from 2016 until 2021 as the Chief Executive Officer of Airbus Defence and Space, a provider of defense, space, and security systems and also served as a member of Airbus’ Global Executive Committee. Prior to that, he held various executive positions at Siemens, including General Manager for the Transrapid Propulsion and Power Supply Subdivision, President of Siemens Transportation Systems China, Chief Executive Officer of Siemens Africa, Chief Executive Officer Industrial Solutions, Chief Executive Officer Customer Services and Chief Executive Officer Large Drives. Mr. Hoke resides in Germany and serves on the Board of Advisors of Voyager Space and on the Board of Directors of Spire Global. He is also the designated CEO of Volocopter. He holds a degree in Mechanical Engineering from the Technical University of Brunswick, Germany and is an Alumni of the Young Global Leader Program of the World Economic Forum. Mr. Hoke brings valuable business experience to our Board through his years of experience as a chief executive officer with technology companies and experience as a director of other public companies.

Marcel Gani	Committees: Audit Committee Chair Other Current Public Boards: Infinera Corp.
Director Since: 2015 Age: 70	has served as a member of our Board of Directors since 2015. From 2005 to 2009, Mr. Gani lectured at Santa Clara University, where he taught classes on accounting and finance. In 1997, Mr. Gani joined Juniper Networks, Inc. where he served as chief financial officer and executive vice president from December 1997 to December 2004, and as chief of staff from January 2005 to March 2006. Prior to joining Juniper, Mr. Gani served as Chief Financial Officer at various companies, including NVIDIA Corporation, Grand Junction Networks, Primary Access Corporation and Next Computers. Mr. Gani served as corporate controller at Cypress Semiconductor from 1991 to 1992. Prior to joining Cypress Semiconduc-tor, Mr. Gani worked at Intel Corporation from 1978 to 1991. Mr. Gani holds a B.A. in Applied Mathematics from Ecole Polytechnique Federal and an M.B.A. from University of Michigan, Ann Arbor. Mr. Gani serves on the board of directors of Infinera Corp., where he is a member of the Audit Committee and the chairman of the Compensation Committee. Mr. Gani brings valuable financial and business experience to our Board through his years of experience as a chief financial officer with public companies and experience as a director of other public companies

Tal Payne

Committees:   Audit Committee Member Other Current Public Boards: ironSource

Director Since: 2015 Age: 50

has served as a member of our Board of Directors since 2015. Tal Payne brings over 15 years of financial management experience, serving as Chief Financial Officer in Check Point Software Technologies Ltd. (“Check Point”), a leading provider of cyber security solutions to governments and corporate enterprises globally, since joining the company in 2008 and as Chief Financial and Operations Officer since 2015. Ms. Payne oversees Check Point’s global operations and finance, including investor relations, legal, treasury, purchasing and facilities. Prior to joining Check Point, Ms. Payne served as Chief Financial Officer at Gilat Satellite Networks Ltd., where she held the role of Vice President of Finance for over five years. Ms. Payne began her career as a CPA in public accounting at Pricewaterhouse Coopers. Ms. Payne holds a B.A. in Economics and Accounting and an Executive M.B.A., both from Tel Aviv University. Ms. Payne is a certified public accountant. Ms. Payne brings valuable financial and business experience to our Board through her years of experience as a chief financial officer with publicly traded companies. Ms. Payne currently also serves on the board of IronSource.

Nadav Zafrir	Committees:  Compensation Committee Member Nominating and Corporate Governance Committee Member Technology Committee Member Other Current Public Boards: None
Director Since: 2019 Age: 51	joined our Board of Directors in 2019 and serves as the Chairman. Bringing thirty years of experience in management, leadership, and technology innovation, Mr. Zafrir has been 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 since 2014. Prior to founding Team8, 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 strengthens our executive management.

Avery More	Committees:   Compensation Committee Chair Technology Committee Chair Audit Committee Member Other Current Public Boards: None
Director Since: 2006 Age: 67	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 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, and HolistiCyber Ltd. 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.

Zivi Lando	Other Current Public Boards: None
Director Since: 2020 Age: 57	joined SolarEdge in 2009 as our Vice President, Global Sales. We announced the appointment of Mr. Lando as our Acting Chief Executive Officer in August 2019 and as a director of our Board of Directors and permanent CEO on February 9, 2020. Mr. Lando had previously spent 16 years at Applied Materials, a materials engineering company focused on the semiconductor, flat panel display and solar photovoltaic industries based in Santa Clara, California, where he held several positions, including process engineer for metal deposition and chemical vapor deposition systems, business manager for the Process Diagnostic and Control Group, vice president, and general manager of the Baccini Cell Systems Division in the Applied Materials Solar Business Group. His last position at Applied Materials was Vice President and General Manager of Baccini Cell Systems Division of the Solar Business Group, which he held from January, 2008 to March 2009. Mr. Lando holds a B.S. in Chemical Engineering from the Technion, Israel’s Institute of Technology in Haifa, and is the author of several publications in the field of chemical disposition. Mr. Lando’s historical knowledge of our company and his experience at other technology companies provides a valuable perspective to our Board.

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 33 countries around the world. Our products have been installed in 133 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.
	Corporate Governance and ESG - Our core business is inherently focused on products that are aimed to help mitigate climate change by making solar power more efficient and enhance our positive impact on the environment and society. We believe that experience in ESG matters by our directors is helpful to address the ESG needs of the Company and our customers as well as ESG matters as they concern and are aligned with the interests of our shareholders.

The table below summarizes the specific skills and attributes most valued by the Nominating and Corporate Governance Committee 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 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	Indepen- dence	Corporate Governance & ESG Experience	Tenure
Nadav Zafrir	●	●		●	●	●		3 years
Zivi Lando	●	●		●	●			2 years
Marcel Gani	●	●	●	●		●		7 years
Avery More	●	●		●	●	●	●	14 years*
Tal Payne	●	●	●	●		●		7 years
Betsy Atkins	●	●		●	●	●	●	1 year
Dirk Hoke	●			●	●	●		<1 year
Board Composition (%)								Average Tenure: 4.8

*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.

Board Diversity Matrix (as of April 29, 2022)

9Board Diversity and Refreshment

The Board conducts regular renewal and refreshment assessment. As part of such assessment, while the Board has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating & Governance Committee actively seeks candidates who are of diverse geographic, age, race, gender, ethnic and professional backgrounds, and who can contribute to our board in a meaningful way. The Nominating & Governance Committee regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy.

The Board evaluates its diversity of occupational and personal backgrounds and viewpoints as part of its annual re-nomination process. 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.

The Company values diversity on a company-wide basis and seeks to achieve a diversity of occupational and personal backgrounds and view points in its executive management team and on the Board of Directors. The Company aspires to increase the presence of women and ethnically diverse persons in executive and management positions in connection with our sustainability strategy regarding the promotion of gender parity and equal pay. In addition, the Board of Directors has adopted Company goals that will encourage the growth of the women employee population worldwide and,in particular, in the research and development department. These goals have also been added to certain executive’s MBOs for 2022.

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.

	In each of the past four years a new Board member has joined our Board:
		Mr. Nadav Zafrir joining in 2019 as Chairman of the Board,
		Mr. Zvi Lando, our CEO, joining as a member of the Board in 2020,
		Ms. Atkins, joining our Board on June 1, 2021,
		Mr. Dirk Hoke joining our Board on April 19, 2022 .

Under the listing requirements and Nasdaq rules, independent directors must comprise a majorityamajority 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 has undertaken 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). 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 nominatingNominating and corporate governance committee,Corporate Governance Committee, that each of Messrs. Avida, Cheifetz, Gani, InbarMore, Hoke and MoreZafrir and Ms.Mses. Atkins and Payne isare “independent” under Nasdaq rules. In making the independence determinations,addition, our Board of Directors assessedhas determined that Messrs. Cheifetz and Inbar, who served as directors until April 2022, were independent during the current and prior relationships that each non-employeetime they served as directors.

When evaluating the independence of director hasnominees, the Board weighs numerous factors, including tenure. Directors with us and all other relevant facts and circumstances, includingmore than 12 years of service are subject to specific considerations to ensure an undiminished level of independence. In particular, the beneficial ownershipBoard weighed the potential impact of tenure on the independence of our capital stock by each non-employeelongest-serving director, Mr. More. Mr. More provides valuable perspectives and affiliated persons and entities and any payments madeexpertise on matters of significance to and from entities affiliated with the directors. Based on these assessments, for each director deemed to be independent, our Board of Directors made a determination that, because of the nature of the director’s relationships or the amounts involved, the director had no relationships with the Company or our management that,and is a respected leader in the judgment of the Board would impair the director’s independence.

As described in electronics industries, and his experience and familiarity with our business as Chief Executive Officer. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our Company, while Mr. Sella brings company-specific experience and expertise. The Board of Directors believes that Mr. Sella’s combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.  The Board does not currently have a lead independent director or a standing presiding director, althoughCorporate Governance Guidelines, the independent directors of themeet in executive sessions without management present at every regular Board may designate a director to lead the meetings of the independent directors, as appropriate.

Leadership Structure and succession planning

In 2019, we separated the roles of Board Chairman and CEO. In August 2019, Mr. Zafrir became the Chairman of our Board of Directors hasDirectors. On February 19, 2020, Mr. Lando assumed the role as the Company’s CEO on a policy of conducting executive sessions of independent directors during each regularly scheduled meetingpermanent basis and was appointed to serve as a member of the Board.

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 website at website.

http://investors.solaredge.com .

Board and Committee Practices

		6/7 directors (85.7%) are independent
		2/7 of our Board members are women
		Balanced Board composition of tenure, diversity and skill
		Annual Board and committee self-evaluations
		Limits on the number of boards on which our directors may serve, with no director permitted to serve on more than five public boards
		Independent Chairman, separate from CEO
		Corporate Governance Committee oversight of sustainability and other governance matters
		Compensation Committee oversight of human capital management strategies and policies
		Annual Board and committee self-assessments

Accountability and Other Governance Practices

		Clawback policy adopted in 2021
		Prohibition on hedging and pledging transactions by all employees
		Stock ownership and share retention policy for Board members and executive officers
		Annual shareholder advisory vote on executive compensation (“Say-on-Pay”)
		Comprehensive Code of Conduct and other corporate policies broadly adopted throughout the Company
		Responsive, active and ongoing shareholder engagement

Shareholder Rights

		Comprehensive shareholder outreach program
		No shareholder rights plan
		No dual-class share structure
		Each stockholder is entitled to one vote per share

Board oversight of Business Conduct and Ethics

executives

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

Board Meetings

During 2018, 2021,the Board of Directors held seven meetings. Each director attended at least 75%100% of the aggregate of the total number of meetings of the Board of Directors held during the period such director served and each of our directors attended at least 75% 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.

 

 

The Board’s Role
in Risk Oversight

The Board of Directors oversees the Company’s risk management process. 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 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/strategic, health and safety, cyber security, ESG 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.

Cyber security risk is an area of increasing focus for our Board, particularly as more and more of our operations rely on digital technologies. To mitigate this risk, the Company appointed a Chief Information Security Officer (CISO), who previously served as the CISO of the Israel National Cyber Security Directorate. The Company introduces new technology and processes on an ongoing basis with the intention of reducing cyber security risks and aligning with the National Institute of Standards and Technology Cyber security Framework for risk management. In addition, our Chairman of the Board is a leading global expert on cyber security (see his full bio on page 15) and is involved in overseeing the Company’s cyber risk mitigation activities.

The Company has not experienced any material information security breaches in the past three years and minor issues have been reported to our Audit Committee.

Our management team provides regular updates to each of the Audit Committee and the full Board regarding our cyber security activities and other developments impacting our digital security.

Additionally, extensive efforts have been undertaken by the Company to advance cyber security of our products, solutions, platforms, and data. The Company employs a Responsible Disclosure Policy, which includes a Bug Bounty Program designed to help identify and fix any potential flaws in the company’s services or products. The Bug Bounty Program encourages cyber experts to communicate to SolarEdge any cyber security vulnerabilities they have uncovered and provide the Company with the opportunity to address such vulnerabilities before going public, in accordance with the terms of the program.

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 and in 2021 further expanded its internal audit team in order to support audit continuity by a function that is deeply acquainted with the Company. The Audit Committee receives regular reports from the Company’s Senior Director 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.

 

 

Board Committees

Audit Committee

Our Board of Directors has established an audit committee,Audit Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com and that satisfies the applicable standardsinvestor relations page of the SEC and the listing requirements of Nasdaq.SolarEdge website. The audit committee’sAudit Committee’s responsibilities include, but are not limited to:

·

appointing,

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

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

·

at

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

Overseeing 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;

Reviewing with our outside auditor;

·	reviewing with our independent registered public accounting firmauditor the matters required to be reviewed by applicable auditing requirements;

·

approving

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;

Approving in advance all audit and permissible non-audit services to be performed by our independent registered public accounting firm;outside auditor;

·

meeting

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

11

---

·

receiving

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

·

establishing

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

·

establishing

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;

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

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

·

overseeing

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

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

Our audit committee,Audit Committee, which met fivesix times in the year ended December 31, 2018, consists2021, consisted of Marcel Gani, Tal Payne and Doron Inbar, with Marcel Gani serving as chairman. As of April 19, 2022, Mr. Avery More has replaced Mr. Doron Inbar as a member of the Audit Committee. The composition of our Audit Committee complies with allthe applicable requirements of the SEC and the listing requirements of NASDAQ.Nasdaq. All of our Audit Committee members meet the additional, heightened independence criteria applicable to directors serving on the Audit Committee under NASDAQthe Nasdaq rules and SEC rules. Our Board of Directors has determined that Marcel Gani and Tal Payne each qualify as an “audit committee“Audit Committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable NASDAQ Global Select MarketNasdaq rules and regulations.

Compensation Committee

Our Board of Directors has established a Compensation Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com and that satisfies the applicable standardsinvestor relations page of the SEC and the listing requirements of Nasdaq.SolarEdge. The Compensation Committee’s responsibilities include, but are not limited to:

·

overseeing

Overseeing our overall compensation philosophy, policies, and programs;

·

reviewing

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

 

·

overseeing

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;chief executive officer;

·

reviewing

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

·

reviewing

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

·	overseeingOverseeing preparation of the report of the Compensation Committeecompensation committee to the extent required by SEC rules to be included in our annual meeting proxy statement.statement; and

Overseeing the company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion.

Our Compensation Committee, which met fourseven times during the year ended December 31, 2018, consists2021, consisted of Avery More, Dan AvidaNadav Zafrir , and Doron Inbar, with Avery More serving as chairman. As of April 19, 2022, Ms. Betsy Atkins has replaced Mr. Doron Inbar as a member of the Compensation Committee. 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 Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

Act.

Compensation Committee Interlocks and Insider Participation

During 2021, our Compensation Committee consisted of Avery More, Doron Inbar, and Nadav Zafrir. None of the members of our Compensation Committee is, or was during the year ended December 31, 2018,2021, 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.

12

---

Nominating and Corporate Governance Committee

Our Board of Directors has established a nominatingNominating and corporate governance committee,Corporate Governance Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com and that satisfiesis available on the applicable standardsinvestor relations page of the SECSolarEdge website. The Nominating and the listing requirements of Nasdaq. The nominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include, but are not limited to:

·

developing

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

·

identifying

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

·

assessing

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

·

developing

Developing and recommending to our Boardboard of Directorsdirectors a set of corporate governance guidelines and principles;

·	establishing Establishing procedures for the consideration of Boardboard candidates recommended by the Company’scompany’s stockholders;

·

recommending

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

·

periodically

Periodically reviewing the Board’sboard’s leadership structure, size, composition, and functioning;

·	overseeing Overseeing succession planning for positions held by executive offices;

·

overseeing

Overseeing the evaluation of the Boardboard and its committees; and

·

annually

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

Overseeing and making recommendations to the board regarding sustainability matters.

Our nominatingNominating and corporate governance committee,Corporate Governance Committee, which met twicefour times during the year ended December 31, 2018, consists2021, consisted of Avery More,Betsy Atkins, Nadav Zafrir and Yoni Cheifetz, and Dan Avida, with Avery MoreBetsy Atkins serving as chairman. As of April 19, 2022 Mr. Dirk Hoke has replaced Mr. Yoni Cheifetz as a member of the Nominating and Corporate Governance Committee. 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 Commitee

In the second half of 2021 our Board of Directors 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:

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

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

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

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

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

Our Technology Committee consists of Betsy Atkins, Nadav Zafrir and Avery More, with Mr. More serving as chairman.

Policy Regarding Stockholder Recommendations

The Company identifies new director candidates through a variety of sources. The nominatingNominating and corporate governance committeeCorporate Governance Committee will consider director candidates recommended by stockholders in the same manner it considers other candidates, as described below.

above. Stockholders seeking to recommend candidates for consideration by the nominatingNominating and corporate governance committeeCorporate 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 Corporate Secretary at 1 Hamada Street, Herziliya Pituach, Israel, 4673335.

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

Stockholder Engagement and Communication Policy

Understanding the issues that are important to our stockholders is critical in ensuring that we address their interests in a meaningful and effective way. The Company engagesCompany’s cross functional team that includes our CFO and additional members of our Investor Relations team, our VP Corporate Secretary and General Counsel, our ESG director and members of the board engage with our stockholdersyear-round, on a regular basis to discuss a range of topics, including our performance, strategy, risk management, executive compensation, sustainability, diversity and corporate governance. We recognize the value of taking our stockholders’ views into account. Dialogue and engagement with our stockholders helpshelp us understand how they view us and set goals and expectations for our performance.

 

The Company’s engagement

These meetings provide an opportunity for us to maintain an active dialogue with itsour stockholders takes many formsso that their perspectives can be thoughtfully considered.

Spring / Summer   Analyze and consider voting results and investor feedback following our annual meeting.    dentify governance trends and potential areas for improvement. Summer / Fall   Conduct pro-active off-season outreach with shareholders    Implement changes to align with investor Feedback

Fall / Winter   Continued shareholder engagement    Enhance Proxy Statement and Annual Report disclosures based on feedback Winter / Spring   Engage with investors that expressed Proxy related concerns or questions    Annual Meeting of the Shareholders in June

During 2021 we engaged with stockholders representing over:

of our outstanding shares	of our outstanding shares excluding employees and Directors	of our institutional shareholdings as of the record date

Our CFO routinely reports feedback received from stockholders to our executive management and is a year-round activity. The Company’s CEO and CFO participate in numerous investor conferences and conduct non deal roadshows in various locations in and outsideBoard. 

Our Chairman of the U.S. Board and Chair of the Nominating and Corporate Governance Committee engaged with representatives of approximately 20% of our outstanding shares (excluding employees and Directors) and 28% of our institutional shareholdings.

We further communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, press releases, and through our website. We hold conference calls for our quarterly earnings releases, which are open to all. These calls are available in real-time and as archived webcasts on our website.

In March 2022, we held an Investor Analyst Day with presentations from our Chairman of the Board, CEO, Chief Financial Officer and additional senior executives. 

The Company encourages stockholders to participate in the Company’s annual shareholder meetings,stockholder meeting, as it provides a valuable opportunity to discuss the Company, its corporate governance, and other important matters.

 

132021 Engagement Topics

---

Board Composition, tenure and diversity Environmental, Social and Governance matters Governance structure, including current shareholder rights and board leadership structure Compensation Program and Long Term Incentive compensation mix linking pay and performance

In response to Shareholder discussions in 2021 we have made several changes, some of which we have already implemented and some that will be implemented in 2022. Among others:

  Board Diversity Refreshment and Tenure- the Board has appointed a new Board member in each of the past four years, including most recently, Mr. Dirk Hoke who has joined our Board in 2022. The Nominating and Corporate Governance Committee is actively seeking Board candidates with diverse views, backgrounds and experiences that can contribute to our Board in a meaningful way. For enhanced disclosure about our newest Board member’s background and experience as well as our board refreshment efforts please see page 12. In addition, two members with more than ten years of tenure on our Board of Directors resigned from the board in 2022.

  Incentive Compensation Program Changes- Based on 2021 discussions, the Company revised its executive compensation strategy beginning in 2022 to further align executive compensation with performance by changing the composition of our equity compensation offering, whereby 50% of the equity compensation will be in the form of time-based RSUs and 50% of the equity compensation will be in the form of performance-based awards that vest based on achievement of pre-defined total shareholder return (TSR) goals as compared to the S&P 500 Index companies.

  ESG-related compensation metrics and goals- Based on 2021 discussions with shareholders, the Company has integrated ESG-related performance goals into the overall 2022 Company performance goals that are relevant for our senior executives, including our NEOs and CEO, under our annual incentive compensation plans. These goals include furthering gender equalilty among the employee population, improving the training program for the employee code of conduct worldwide and reducing the GhG emissions of the Company.

Any stockholder of the Company or any other interested party wishing to communicate with the Board or individual directors may write to the Board at Board of Directors, c/o Corporate Secretary, 1 HaMada Street, Herziliya Pituach 4673335, Israel, or by email at investors@solaredge.com.investors@solaredge.com. The Corporate Secretary will maintain a log of such communications and transmit as soon as practicable such communications to the identified director addressees, unless there are safety or security concerns that mitigate against further transmission of the communication, as determined by the Corporate Secretary. The Board or individual directors so addressed will be advised of any communication withheld for safety or security reasons as soon as practicable.

In addition, any person wishing to communicate with the Company’s independent directors may do so by writing to them, c/o Corporate Secretary, 1 HaMada Street, Herziliya Pituach 4673335, Israel, or by email at investors@solaredge.com.

Director Qualifications

The nominating and corporate governance committee and the Board believe that candidates for director should have certain minimum qualifications, including, without limitation:

	·	demonstrated business acumen
Powering Clean Energy	Powering People	Powering Business
Accelerate affordable clean energy	Be a responsible employer	Ethical and leadership, and high levels of accomplishment;compliant conduct
Deliver smart energy solutions	Protect human rights	Climate resilience
Product Innovation	Invest in communities	Resource efficiency
Deliver sustainable product		Ethical sourcing

In 2021, in order to increase and enhance transparency for the benefit of our stakeholders, we significantly expanded our Environmental, Social and Governance (ESG) reporting and disclosure. We published our third annual sustainability report, in accordance with GRI (Global Reporting Initiative) and SASB (Sustainability Accounting Standards Board). The report, which is available on the SolarEdge website, includes details on our sustainability efforts, including how our activities contribute to 10 of the 17 UN Sustainable Development Goals and how our products and services contribute to the low-carbon economy transition. Below are some examples of our efforts and practices in several ESG fields: Climate change and greenhouse gas (GHG) emissions SolarEdge is a market leader in smart and renewable energy solutions. Our products contribute to the global climate change mitigation efforts. Our solutions allow for millions of tonnes in carbon emission reductions, helping governments and organizations reduce their climate impact.
	·
	ability -23M Tonne CO2e1 23 million tonnes CO2e of GHG emissions avoided each year through use of our systems
We have set a 30% carbon intensity reduction target for our operations for 2025, in our Scope 1 and 2 greenhouse gas (GHG) emissions per revenue. 2020 was chosen as the base year for this reduction target, and we are currently analyzing the 2021 emissions inventory and examining our progress.  Thus, we have begun installation of our own products in our different facilities, which will help us achieve this target. Thus far, we have installed SolarEdge photovoltaic or PV systems in two company sites (Sella 1 and Modiin Israel), partially replacing fossil-fuel sourced external electricity. Sella 2, our new manufacturing facility in Korea, is designed to exercise sound business judgmenthave a large SolarEdge PV system on its roof. In addition, we are implementing an innovative electricity savings method in the new Sella 2 site. The production process of lithium-ion batteries involves using significant amounts of electricity in the charge/discharge cycles of battery formation. The technical limitations of traditional battery production process often cause this electricity to be discharged without reusage. In contrast, the new method planned for Sella 2 production, is designed to use an innovative electricity reservoir in said process, allowing for an estimated 50% of the discharging electricity to be reused. We are currently examining additional opportunities for integrating renewable energy in our operations.
1Assuming all SE systems shipped by end of 2021 are installed and to provide insight and practical wisdom basedproducing for a full year. See our 2020 sustainability report for further details on experience;our method for calculating the global GHG savings achieved through use of our products.

·

commitment Carbon Footprint Analysis In 2021, we completed our first comprehensive carbon footprint analysis for leading models of our inverters and optimizers. The analysis was led and certified by the globally-known LCA experts, ‘Carbon Trust’. The analysis allows us to understand the Company and its business, industry, and strategic objectives;main emission sources throughout our products lifecycle, helping us better understand our emission reduction opportunities (including Scope 3 emissions, which we have now begun to analyze).

Responsible Procurement

We are proactive in increasing ethical conduct, responsible practices, and human right protection within our extensive global supply chain. 

In 2021, we published our supplier code of conduct (SCoC), including detailed requirements on ethics, safety, environment, human rights, fair employment, and others. We have been engaging key suppliers- and requesting that they acknowledge their compliance with the SCoC terms. The SCoC is designated to become a mandatory requirement for new agreements with our suppliers through 2022. In 2021, we also conducted on-site audits of our contract manufacturers’ sites and one major raw material supplier in connection with their compliance with the SCoC requirements. We aim to expand these efforts in 2022.

·

integrity and adherence >100 key Suppliers already committed to high personal ethics and values, consistent withthe terms of our Supplier Code of Business Conduct and Ethics;

The safety of our people

We believe that all accidents and injuries at work are preventable, and aim to create a zero-injury culture across our offices and operations. We comply with applicable occupational health and safety regulations and are certified to Occupational Health and Safety Quality Management Standard ISO 45001:2018. Safety performance is reported monthly to the company CEO and executive management, including specific safety incidents analysis, findings, and corrective actions. 

Our safety practices include Nominated Safety Officers at each of our production and R&D sites; mandatory annual safety training for all employees; job-specific training (for example, for those working in high-voltage labs) that is mandatory for all employees in relevant roles; comprehensive safety, fire, and emergency drill programs to provide employees information on emergency procedures; root-cause assessments of incidents; and additional measures. 

Recently, and to further enhance our safety management practices, we expanded our inhouse Environment, health and safety (EHS) team and appointed an EHS Director. The enhanced team includes experienced safety officers with specific expertise related to the Company’s technologies and activities.

Code of Conduct and Ethical Business Conduct

We have adopted a code of business conduct and ethics that applies to all of our officers and employees, including our Chief Executive Officer and Chief Financial Officer and those officers and employees responsible for financial reporting. We have also adopted a code of business conduct and ethics that applies to our directors. Our codes of business conduct and ethics are posted on the investor relations section of our website. 

Recent additions to the codes of business conduct and ethics include expanded details on whistleblower mechanisms; a commitment on human rights protection; and further guidance on political involvement (see details below). 

In addition, we have published in 2021 a complimentary anti-corruption approach document, which provides expanded details on relayed issues. These include the definition of reasonable and unreasonable gift exchange; avoidance of conflicts regarding financial interests; guidelines for participation in external events; and additional instructions and guidelines related to anti-corruption. 

The Company has also recently revised its insider trading policy, among other things to prohibit all employees and non-employee directors from engaging in any speculative transactions, hedging and pledging transactions and trading on margin. 

We intend to disclose future amendments to our codes of business conduct and ethics, and any waivers of their provisions that we grant to our executive officers and directors, on our website within four business days following the date of the amendment or waiver that require disclosure under the applicable rules.

Political Involvement

We respect the diversity and different views and beliefs of our employees and encourage them to be active in the civic life of their communities. In parallel, the Company prohibits any political involvement on the its behalf by any of its employees. We do not and will not support any political entity. We prohibit any monetary (or equivalent) donation on our behalf to any political entity. 

In addition, we take measures to assure that all Company activities through trade unions and/or industry associations are in accordance with the Company’s public policies and positions on all issues, including (but not limited to) ESG-related issues.

·

commitment to enhancing stockholder value;

·

willingness to act in the interest of all stockholders; and

·

for non-employee directors, independence under Nasdaq listing standards and other applicable rules and regulations.

Other requirements,

Diversity and Gender Equality

We are committed to building a diverse workforce as well as a supportive, inclusive culture of open dialogue and collaboration in which everyone can thrive. Focusing initially on Israel (where over 50% of the SolarEdge workforce is located), in 2021 we formed partnerships with local diversity-promoting organizations. These partnerships have enabled us to increase recruitment rates and successfully on-board of new employees from underemployed minority groups, such as industry experience or experienceArab-Israelis and Jewish Ultra-Orthodox. We have also undertaken efforts to identify positions relevant for individuals with disabilities. 

A key focus of our diversity practices is the enhancement of gender equality in our global workforce, despite the inherent challenges of gender inequality within the tech sector. To this end, the Company has already almost tripled the total number of women employees at all levels during the past three fiscal years. In addition, we have set quantitative targets for increasing the rate of women employees in our workforce. 

We are actively seeking ways to achieve these targets through designated women talent development programs and; partnerships with NGOs and academia to better focus our recruitment efforts on appropriate women candidates for technical roles. The Company is additionally conducting on-going internal anti-bias training; and an enhanced gender pay-gap analysis. 

We are, for the first time, making publicly available our annual EEO-1 summary, which we collect as required by the U.S. Equal Opportunity Commission. This information, which reflects a summary of the voluntary self-identification by our U.S. employees in 2019, 2020 and 2021, can be found on our website.

Human Capital Development

We believe that our employees are our most important asset and that our success depends on our ability to attract and retain outstanding employees at all levels of our business. 

We offer our employees a wide range of professional programs that foster professional growth, leadership and innovation and recognize success. Our senior leaders create opportunities for team building, innovation, professional growth and community engagement. We offer development programs and on-demand courses to cultivate talent throughout our global organization. We recently launched our online e-learning platformwhich currently includes on-demand e-learning courses on a number of topics such as language skills, time management, presentation skills, working with spreadsheets and working from home. 

We also have a comprehensive talent management review process to develop future leaders and provide effective succession planning. The Company conducts annual performance and talent management reviews to determine career growth opportunities and facilitate organizational succession planning.

Community Engagement

We believe that healthy and vibrant communities are the foundation of sustainable societies and sustainable businesses. 

In 2020, in honor and memory of Mr. Guy Sella, SolarEdge’s former Chief Executive Officer, Chairman and Co-Founder, we announced a commitment of $1,000,000 to be invested in a particular business discipline,joint SolarEdge-Technion educational and technological project. The Technion – Israel Institute of Technology, Israel’s leading technical research university, is committed to matching these funds which will be contributed over ten years following said commitment. The Guy Sella Memorial Project combines teaching, research, and outreach activities that are expectedextend to contributehigh school, undergraduate, and graduate students, including teaching labs which will be established and named after Guy Sella, annual graduate student research fellowships, biennial national energy student hackathons, and visits to the Board’s overall effectivenessenergy center and meetlabs for high school students. 

In 2021, the needs of the Board of Directors and its committees, may be considered. The Company values diversity ondonated $195K to nonprofit organizations addressing different causes to support communities in need. This included a company-wide basis and seeks$100K donation to achieve a diversity of occupational and personal backgrounds on the Board of Directors, but has not adopted a specific policy regarding Board diversity. The Board evaluates its diversity of occupational and personal backgroundsTechnion as part of its annual re-nomination process. Eachour commitment stated above. 

Our employees have also engaged in different volunteering activities organized by the Company throughout the year. Over half of our director nominees has achieved an extremely high leveldonations were dedicated to improving the quality of success in his career, including extensive experience in technology companies and venture capital firms, as well as historical knowledge of our company from their many years serving on our Board.  In these positions, each has been directly involvededucation in the challenges relatingtechnology and energy fields. In 2022, the Company hired a full time CSR (Corporate Social Responsibility) lead, in order to settingpromote and harmonize our community engagement initiatives. Through 2022, we aim to establish a global signature community program with measurable community impact. We are also acting to significantly increase employee volunteering activities, through extended company-organized volunteering initiatives. 

In the strategic direction and managing the financial performance, personnel, and processesbeginning 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 members2022 in light of the Boardescalation of the conflict in Ukraine, hundreds of Ukranian refugees migrated to Nof-Galil, Israel a town in proximity to the Company’s Sella 1 manufacturing facility. The Company and management in identifyingits employees rallied to supply essential items for newly arriving refugee families and evaluating candidateswe are continuously assessing how we can further assist. In addition, the Company has decided to donate funds and encourage employee volunteering with the “Atidim” organization, which has recently created a specific educational and development program for director.Ukrainian teenage immigrants arriving to Israel alone. 

14

---

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019

Proposal No. 2 

Ratification of Appointment of Independent Registered Public Accounting Firm for 2022

The Audit Committee of the Board of Directors has selected EYErnst & Young LLP (EY) to be the Company’s independent registered public accounting firm for the year ending December 31, 2019,2022, and recommends that the stockholders vote for ratification of such appointment. EY has been engaged as our independent registered public accounting firm since 2006.2007. As a matter of good corporate governance, the Audit Committee has requested that the Board of Directors to submit the selectionappointment of EY as the Company’s independent registered public accounting firm for 20192022 to the stockholders for ratification. In the event of a negative vote on suchour stockholders do not approve this ratification proposal, the Audit Committee will reconsider its selection. TheyEven if the appointment is ratified, the Audit Committee may select another independent registered public accounting firm if it determines that doing so would be in the best interests of the Company. A representative of EY is expected to be present at the Annual Meeting. The representative of EY will have the opportunity to make a statement at the Annual Meeting if they desirehe or she desires to do so, and will be available to respond to appropriate questions.

Audit and Related Fees

The following table sets forth the aggregate fees for professional services rendered by EY for the audit of our financial statements for the year ended December 31, 20172020 and the year ended December 31, 2018,2021, and the aggregate fees for other services rendered by EY during those periods:

		Calendar 2017				Calendar 2018
		In thousands of Dollars
Audit fees(1)			535				815
Audit related fees (2)			-				336
Tax fees(3)			97				171
Total audit and related fees			632				1,322

	2020($)	2021 ($)
Audit fees (1)	1,251,200	1,304,000
Audit related fees	250,000 (2)	-
Tax fees (3)	203,765	382,000
Total audit and related fees	1,704,965	1,686,000

(1)

“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit (including audit of our internal control over financial reporting for the year ended December 31, 20172020 and for the year ended December 31, 2018)2021), reviews of our quarterly financial results submitted on Form 10-Q, Korean and Italian statutory audit services and consultations on various accounting issues. issues.

(2)

”“Audit related fees”Related Fees” are fees for financialrelated to assurance and tax due diligencerelated services provided in connection with respect to our acquisitionsthe issuance of the Company’s Convertible Senior Notes issued on September 25, 2020 in Korea and Italy.an aggregate principle amount of $632.5 million.

(3)

Represents professional services rendered for tax compliance, tax advice, tax planning, and review of our Israeli tax returns.

Our Board of Directors adopted a written policy for the pre-approval of certain audit and non-audit services whichthat EY provides. The policy balances the need to ensureprotect the independence of EY, while recognizing that in certain situations EY may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. In general, the Company’s independent registered public accounting firm cannot be engaged to provide any audit or non-audit services unless the engagement is pre-approved by the audit committee.Audit Committee. Certain services may also be pre-approved by the Chairman of the audit committeeAudit Committee under the policy. All of the fees identified in the table above were approved in accordance with SEC requirements and, following our initial public offering, pursuant to the policies and procedures described above.

All of the services of EY, described above, for year ended December 31, 2017 and the year ended December 31, 2018, were pre-approved by the audit committee.

pre-approval policy

The Board of Directors recommends a vote FOR the ratification of the appointment of EY for 2019.2022.

 

15

---

PROPOSAL NO. 3—SAY–ON-PAY

Proposal No. 3 

Say–On-Pay

In accordance with Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of our named executive officers as disclosed in this Proxy Statement (referred to as a “Say-on-Pay” vote). As described below in the "Compensation“Compensation Discussion and Analysis"Analysis” section of this Proxy Statement, the Compensation Committee'sCommittee’s goals in setting executive compensation are to motivate our executives to maximize stockholder value, provide compensation that varies based on performance, and attract and retain managerial talent, without promoting unreasonable risk-taking. To achieve these goals, our executive compensation structure emphasizes performance-based compensation, including annual incentive compensation and stock-based awards.

We urge stockholders to read the "Compensation“Compensation Discussion and Analysis"Analysis” below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative following the Compensation Discussion and Analysis, which provide detailed information on the compensation of our named executive officers. The Board of Directors and the Compensation Committee believe that the policies and procedures articulated in the "Compensation“Compensation Discussion and Analysis"Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement reflects and supports these compensation policies and procedures.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, stockholders will be asked at the Annual Meeting to approve the following advisory resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 20192022 Annual Meeting of Stockholders.

This advisory Say-on-Pay vote is non-binding; however, our Board of Directors and Compensation Committee will review and consider the voting results carefully when making future decisions regarding our executive compensation programs.

After careful consideration, the Board of Directors has adopted a policy of providing for annual “Say-on-Pay” advisory votes. Unless the Board of Directors modifies its policy on the frequency of holding “Say-on-Pay” votes, , the next “Say-on-Pay” advisory vote will be included in our 20202023 proxy statement.

The Board of Directors recommends a vote FOR the approval of our executive compensation on an advisory basis.

 

Security Ownership Of Certain Beneficial

16Owners And Management

---

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 23, 2019April 21, 2021 (unless indicated otherwise below), for:

·

eachEach person known to us to beneficially own 5% or more of the outstanding shares of our common stock;

·

each Each member of our Boardboard of Directorsdirectors and director nominees;

·

eachEach of our named executive officers; and

·

theThe members of our Boardboard of Directorsdirectors and our executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership in the following table is based on 47,501,36255,386,145 shares of common stock outstanding as of April 11, 2019,21, 2022, unless otherwise indicated in the footnotes below. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or exercisable within 60 days of April 11, 2019.21, 2022. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o SolarEdge Technologies, Inc., 1 HaMada Street, Herziliya Pituach 4673335, Israel.

	Shares Beneficially Owned
Name of Beneficial Owner 5% Stockholders:	Shares	%
BlackRock, Inc. (1)	4,457,148	8.05%
Directors, Director Nominees and Named Executive Officers:
Zvi Lando (2)	53,183	*
Ronen Faier (3)	94,289	*
Yoav Galin (4)	196,243	*
Rachel Prishkolnik (5)	6,032	*
Uri Bechor (6)	16,348	*
Nadav Zafrir (7)	4,434	*
Marcel Gani (8)	22,717	*
Avery More (9)	53,814	*
Tal Payne (10)	1,895	*
Betsy Atkins (11)	885	*
Dirk Hoke (12)	101	*
All directors and executive officers as a group (14 individuals) (13)	647,134	1.17%

*Represents beneficial ownership of less than 1%.

 

		Shares Beneficially Owned
Name of Beneficial Owner		Shares				%
5% Stockholders:
BlackRock, Inc. (1)			4,421,944				9.3	%
NN Group N.V. (2)			3,711,081				7.8	%
Menora Mivtachim Holdings Ltd. (3)			2,980,531				6.3	%
Directors and Named Executive Officers:
Guy Sella(4)			1,298,560				2.7	%
Ronen Faier(5)			156,485				*
Zvi Lando(6)			232,818				*
Yoav Galin(7)			317,603				*
Rachel Prishkolnik(8)			59,150				*
Dan Avida(9)			246,515				*
Yoni Cheifetz(10)			44,021				*
Marcel Gani(11)			34,012				*
Doron Inbar(12)			176,235				*
Avery More(13)			582,291				1.2	%
Tal Payne (14)			22,902				*
All directors and executive officers as a group (13 individuals)(15)			3,736,851				7.9	%

——————

*	Represents beneficial ownership of less than 1%.

(1)

Based solely on a Schedule 13G/A filed with the SEC by BlackrockBlackRock, Inc., on February 7, 2019.8, 2022. The Schedule 13G/A contains information as of December 31, 2018.  Blackrock2021. BlackRock, Inc. reports having sole dispositive power to dispose or to direct the disposition of over all of the4,457,148 shares reported above.and sole voting power over 4,171,156 shares. The address of the reporting persons is 55 East 52nd Street, New York, NY 10055.

(2)

Based solely on a Schedule 13G/A filed with the SEC by NN Group N.V., on January 24, 2019. Schedule 13G/A contains information as of December 31, 2018.  NN Group N.V. reports having power to dispose or to direct the disposition of over all of the shares reported above. The address of the reporting persons is Schenkkade 65, 2595 AS, The Hague, The Netherlands.

17

---

(3)

Based solely on a Schedule 13G/A filed with the SEC by Menora Mivtachim Holdings Ltd., on February 13, 2019. Schedule 13G/A contains information as of December 31, 2018.  Menora Mivtachim Holdings Ltd. reports having shared dispositive power over all of the shares reported above. The address of the reporting persons is Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel.

(4)

Consists of 526,72011,338 shares of common stock owned of record by Mr. Sella, 757,662 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 14,178Lando, 3,660 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019. 21, 2022 and 38,185 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

(5)

(3)

Consists of 32,45952,240 shares of common stock owned of record by Mr. Faier, 119,483 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 4,5431,984 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.21, 2022 and 40,065 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

(6)

(4)

Consists of 32,45983,456 shares of common stock owned of record by Mr. Lando, 195,816 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 4,543Galin, 1,553 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.21, 2022 and 111,234 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

(7)

(5)

Consists of 250,7591,839 shares of common stock owned of record by Mr. Galin, 62,495 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 4,349Ms. Prishkolnik, 1,867 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.21, 2022 and 2,326 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

(8)

(6)

Consists of 19,76610,541 shares of common stock owned of record by Ms. Prishkolnikk, 36,086 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 3,298Mr. Bechor, 1,614 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.21, 2022 and 4,193 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

(9)

(7)

Consists of 20,8743,750 shares of common stock owned of record by Mr. Avida, 2,028Zafrir, and 684 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019, 200,000 shares of common stock held by Opus Capital Venture Partners L.P.’s investment committee consists of Carl Showalter, Dan Avida, Gill Cogan and Joseph Cutts and 23,613 shares of common stock held by The Zarbu Revocable Trust, c/o Dan Avida.21, 2022.

(10)

(8)

Consists of 41,99314,923 shares of common stock owned of record by Mr. Cheifetz and 2,028Gani, 684 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.

(11)

Consists of 20,874 shares of common stock owned of record by Mr. Gani, 2,028 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019,21, 2022, 5,555 shares of common stock held directly by Marcel Gani 2002 Living Trust and 5,5551,555 shares of common stock held directly by ALGA Partners LLC. Mr. Gani, in his capacity as trustee, has voting and investment power over the shares owned by the Marcel Gani 2002 Living Trust. Mr. Gani, in his capacity as manager, has voting and investment power over the shares owned by ALGA Partners LLC.

(12)

(9)

Consists of 20,87443,230 shares of common stock owned of record by Mr. Inbar, 153,333 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 2,028More, 684 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.21, 2022, 9,000 shares of common stock held by More Family 2020 DT Investment LLC and 900 shares held by Avery More’s wife, Jerralyn Smith More, as to which Avery More disclaims any ownership interest.

(13)

(10)

Consists of 95,0721,211 shares of common stock owned of record by Mr. More, 2,028Ms. Payne, and 684 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019, 469,850 shares of common stock held by ORR Partners I GP, LP, a limited partnership controlled by Avery More and 15,341 shares held by Avery More's wife, Jerralyn Smith More, as to which Avery More disclaims any ownership interest.21, 2022.

(14)

(11)

Consists of 20,874 shares of common stock owned of record by Ms. Payne and 2,028 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019.

(15)

Consists of 2,124,216 shares of common stock, 1,564,400 shares of common stock issuable upon exercise of options exercisable within 60 days of April 11, 2019, and 48,235885 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 11, 2019. 21, 2022, owned of record by Ms. Atkins.

(12)

Consists of 101 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 21, 2022, owned of record by Mr. Dirk.

(13)

Consists of 432,712 shares of common stock, 16,497 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 21, 2022, and 197,925 shares of common stock issuable upon exercise of options exercisable within 60 days of April 21, 2022.

Equity Compensation Plan Information

The following table summarizes information as of December 31, 2021, about shares of common stock that may be issued under our equity compensation plans.

				Number of securities remaining
				available for future issuance
	Number of securities to	Weighted-average exercise		under equity compensation
	be issued upon exercise of	price of outstanding stock		plans (excluding securities
	outstanding stock awards	awards		reflected in column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders (1)	2,234,252	$	9.48	9,858,366
Equity compensation plans not approved by security holders	—		—	—
Total	2,234,252	$	9.48	9,858,366

(1)

Includes in column (a) 2,157,689 shares of common stock issuable upon exercise of stock awards outstanding under the Company’s 2015 Global Incentive Plan and 76,563 shares of common stock issuable upon exercise of options outstanding under the Company’s 2007 Global Incentive Plan. Includes in column (c) 7,345,099, shares of common stock available for future issuance under the Company’s 2015 Global Incentive Plan and 2,513,267 shares of common stock available for future issuance under the Company’s Employee Stock Purchase Plan. The amounts in column (c) do not include 2,640,769 and 487,643 shares that were added to our 2015 Global Incentive Plan and our Employee Stock Purchase Plan, respectively, on January 1, 2022 pursuant to the evergreen provisions thereunder that provide for automatic annual increases on January 1 of each year until January 1, 2025. Under the 2015 Global Incentive Plan, such increase is equal to 5% of our outstanding shares as of the preceding December 31 (or such lesser amount as approved by the Board) and under the Employee Stock Purchase Plan, such increase is equal to the lesser of 1% of our outstanding shares as of the preceding December 31 and 487,643 (or such lesser amount as approved by the Board). Upon consummation of our initial public offering, the Company’s 2007 Global Incentive Plan was terminated and no further awards can be granted under this plan.

Employee Stock Purchase Plan

We have adopted an employee stock purchase plan (“ESPP”), pursuant to which our eligible employees and eligible employees of our subsidiaries may elect to have payroll deductions made during the offering period in an amount not exceeding 15% of the compensation which the employees receive on each pay day during the offering period. In the second quarter of calendar 2016, we started granting eligible employees the right to purchase our common stock under the ESPP. As of December 31, 2021, a total of 3,175,094 shares were reserved for issuance under the ESPP.

 

Executive Officers

Biographical information for the executive officers of the Company is set forth below. Biographical information for Mr. Lando can be found under “Continuing Directors” on page 15

Ronen  Faier	Age: 51
	joined SolarEdge in 2011 as our Chief Financial Officer. Prior to joining SolarEdge, Mr. Faier served from 2008 to 2010 as the chief financial officer of Modu Ltd, a privately owned Israeli company. Between 2004 and 2007, Mr. Faier held several senior finance positions, including chief financial officer at M-Systems prior to its acquisition by SanDisk Corporation in 2006. Previously, Mr. Faier served as corporate controller of VocalTec Communications Ltd. Mr. Faier holds a CPA (Israel) license, an MBA (with Honors) from Tel Aviv University and a B.A. in Accounting and Economics from the Hebrew University in Jerusalem. Mr. Faier currently serves on the board of directors of Monday.com Ltd and Kaltura Inc.

Uri  Bechor	Age: 51
	joined SolarEdge in 2019 as our Chief Operating Officer. Prior to joining SolarEdge, Mr. Bechor was at Flex Ltd., a multinational electronics contract manufacturer for 22 years where he served as Senior Vice President, Global Operations, Europe and the Americas and General Manager at Flex International Ltd. Mr. Bechor, in his previous position, oversaw more than forty manufacturing sites and was responsible for revenues of more than $10 billion.

Rachel  Prishkolnik	Age: 54
	joined SolarEdge in 2010 as our Vice President, General Counsel and Corporate Secretary. Prior to joining SolarEdge, Ms. Prishkolnik served as the vice president, general counsel & corporate secretary of Gilat Satellite Networks Ltd. At Gilat she held various positions beginning as legal counsel in 2001 and becoming corporate secretary in 2004 and vice president, general counsel in 2007. Prior to Gilat, she worked at the law firm of Jeffer, Mangels, Butler & Marmaro LLP in Los Angeles. Before that, Ms. Prishkolnik worked at Kleinhendler & Halevy (currently Gross GKH Law Offices) in Tel Aviv. Ms. Prishkolnik holds an LLB law degree from the Faculty of Law at the Tel Aviv University and a B.A. from Wesleyan University (College of Social Studies) in Connecticut. She is licensed to practice law and is a member of the Israeli Bar. Ms. Prishkolnik currently serves on the board of directors of Varonis Systems Inc.

Yoav  Galin	Age: 48
	co founded SolarEdge in 2006 and has served since our founding as our Vice President, Research & Development where he is responsible for leading the execution of our technology strategy, building and managing the technology team and overseeing research and development of SolarEdge’s innovative PV power harvesting products. Prior to joining SolarEdge, Mr. Galin served for 11 years at the Electronics Research Department (‘‘ERD’’), one of Israel’s national labs, which is tasked with developing innovative and complex systems. During this period, Mr. Galin held various research and development and management positions, including his last position at the ERD where he led a project and its development team of over 30 hardware and software engineers. He was also responsible for overseeing the research and development of future technologies. Mr. Galin holds a B.S. in Electrical Engineering from Tel Aviv University.

Meir Adest	Age: 47
	co-founded SolarEdge in 2006 and has served since 2007 as our Vice President, Core Technologies where he is respon- sible for SolarEdge’s certification and research of future technologies. He was appointed to serve as our Chief Infor- mation Officer in 2018 and appointed as Chief Product & Information Officer in 2020. Prior to co-founding SolarEdge, Mr. Adest spent 7 years at the Electronics Research Department , where he held a number of positions and managed large-scale techno-operational projects. Mr. Adest holds a B.Sc in mathematics, physics, and computer science from the Hebrew University in Jerusalem.

Shuli Ishai	Age: 51
	joined SolarEdge in 2020 as our Vice President of Global Human Resources. Ms. Ishai brings a wealth of experience to her role, previously serving as Executive Vice President of HR and MIS at Stratasys manufacturer of 3D printers and 3D production systems, from 2015 to 2019, Chief Resource Officer at Netafim a manufacturer of irrigation equipment, from 2011 to 2015, and Corporate Vice President of HR at Nice a company specializing in customer experience software, from 1997 to 2011. In these positions, Ms. Ishai was responsible for company-wide growth and management the HR department, including crafting and implementing polices to ensure diversity and well-being of the employees.  Ms. Ishai holds a BA and an MA in Art History from Tel Aviv University and an MA in Organizational Behavior from Tel Aviv University.

Yogev Barak	Age: 56
	joined SolarEdge in 2020 as our Chief Marketing Officer. Mr. Barak brings to SolarEdge over twenty-five years of experience in international marketing, strategy,and product management, including executive management positions at HP Inc. , an information technology company, where he served from 2007 to 2020 and Applied Materials, a global leader in materials engineering solutions for the semiconductor, flat panel display and solar photovoltaic, where he served from 1994 to 2007. In his most recent role, Mr. Barak served as the Head of Strategy, Marketing, Products and Business Management at HP Inc., Indigo Division from 2015 to 2020, where he was responsible for product development , go-to-market strategies and execution for the Indigo Division. Mr. Barak holds a B.Sc. in Electrical Engineering from Tel Aviv University.

18

---

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

 

Executive Compensation

Compensation Discussion And Analysis

We invest our resources to grow our business both organically and non-organically in a manner that we believe will increase shareholder value. As our Company continues to grow significantly, our Compensation Committee oversees our compensation guidelines and practices in order to attract new talent, support and reward the achievement of our financial goals and promote the attainment of other key business objectives.

Executive Summary—2021 Business Highlights and Link to Pay Decisions

 

*Please see Appendix A to this proxy statement for a reconciliation of non-GAAP measures to the nearest GAAP measure.

Despite a year of operational and logistical challenges, the Company was able to achieve record revenues, income and EPS, both on a GAAP and non-GAAP basis while continuing to invest in its short and long-term growth strategies. The Company experienced healthy growing demand for our solar products in 2021 which we attribute to the positive reception of our existing and new product portfolio in parallel to market growth in many regions in which we are present.

37

Compensation Strategy

The main objectives of our executive pay-for-performance compensation program are to:

motivate our executives to maximize stockholder value;

provide compensation that varies based on performance; and

attract and retain managerial talent, without promoting unreasonable risk-taking.

	promote shareholder interests by aligning compensation with our business objectives, including by introducing long term incentives with long term performance goals;
	provide competitive compensation that varies based on performance and drives employee performance and engagement
	attract and retain managerial talent, without promoting unreasonable risk-taking; and
	promote ESG goals.

These guiding principles apply to all of our executive pay practices discussed.

Achievement of the minimum financial parameters set forth in our annual cash incentive compensation plan is required before any compensation is payable under the plan. Specifically, if the overall achievement of the financial measures in our bonus plan is less than 70% of target, then no bonuses may be paid to our NEOs.

Compensation Governance Highlights

In addition to aligning pay with performance of the Company, our executive compensation program is intended to be consistent with corporate governance best practices. This is demonstrated by the following elements in our executive officer compensation arrangements:

robust selling restrictions;

restrictions on hedging and pledging the Company’s common stock;

use of objective, performance criteria in our incentive plans;

advice from independent compensation consultants retained by the Compensation Committee; and

no specific retirement benefit plans designed solely for senior executives or related entitlements such as executive benefits and perquisites, tax gross-ups, etc.

2018 Results and Key Events and Impact on Compensation

The Company’s performance in the year ended December 31, 2018 was significantly better than the year ended December 31, 2017 in most parameters. Our revenues grew 54.4% from $607.0 million in the year ended December 31, 2017 to $937.2 in the year ended December 31, 2018. Although our gross margins reduced from 35.4% in the year ended December 31, 2017 to 34.1 % in the year ended December 31, 2018, our net profits grew 53.1%  from $84.2 million for the year ended December 31, 2017 to $128.8 million for the year ended December 31, 2018. In addition, the Company generated $189.1 million in cash from operating activities for the year ended December 31, 2018, compared to $136.7 in the same period ending December 31, 2017. In the year ended December 31, 2018, we entered into the Uninterruptible Power Supply (“UPS”) market by acquiring the assets of Gamatronic Electronics Ltd. and acquired Kokam Co. Ltd., a leading provider of lithium-ion cells, batteries and energy storage solutions. The Company grew from 1,007 full time employees at year end 2017 to 1,737 full time employees as of December 31, 2018. In addition, we established new subsidiaries in Taiwan and South Korea.

	robust Clawback policy adopted in 2021, covering both cash and equity compensation;
	stock ownership guidelines for executive officers and directors;
	robust selling restrictions which require certain minimum levels of stock ownership;
	prohibition applicable to all directors and employees against engaging in any hedging or pledging transactions or comparable transactions;
	use of objective performance criteria in our incentive plans;
	advice from independent compensation consultants retained by the Compensation Committee;
	no specific retirement benefit plans designed solely for senior executives or related entitlements such as executive benefits and perquisites, tax gross-ups, etc.; and
	recent introduction of Performance Stock Units (PSUs); for 2021, PSUs were based on 2021 Non-GAAP diluted EPS goals and for 2022, PSUs are based on the Company’s total shareholder return (TSR) versus the constituents of the S&P 500 Index

Compensation awarded to our named executive officers (“NEOs”)NEOs for 20182021 was in line with our pay-for-performance criterion which takes into accountobjectives. Approximately over 86% of the CEO’s target total direct compensation (consisting of base salary, target annual incentive opportunity and target long-term equity incentive opportunity), and 78% of target total direct compensation, on average, for each of our other NEOs was “at-risk”, meaning that it was contingent upon the achievement of certain financial results as detailed herein or subject to time-based vesting and stock performance relative to our peers and our positive financial results.during the vesting period.

Company Named Executive Officers

Our NEOs for the year ended December 31, 2018,2021, which consist of our chief executive officer, our chief financial officer, and the next three most highly-compensated executives, are:

·

Guy Sella,Zvi Lando, our Chief Executive Officer and Chairman of the Board;board member;

·

Ronen Faier, our Chief Financial Officer;

	·Uri Bechor, our Chief Operations Officer;
	Zvi Lando, our Vice President, Global Sales;

·

Yoav Galin, our Vice President, Research and Development; and

	·	Rachel Prishkolnik, our Vice President, General Counsel and Corporate Secretary.Secretary;
	Yoav Galin, our Vice President, Research and Development.

19

---

This Compensation Discussion and Analysis describes compensation for services rendered by our NEOs during the year ended December 31, 20182021 and the tables and narratives that follow contain information regarding compensation for services rendered by our NEOs during fiscal 2016, the six monthsyears ended December 31, 2016, the year ended December 31, 20172019, 2020 and the year ended December 31, 2018.

2021.

Compensation Objectives and Guiding Principles

The primary objectives of our senior executive compensation program are as follows:

	Pay for Financial Performance: Under our annual cash incentive plan, the Compensation Committee determines a set of financial parameters related to revenues, gross margins and profitability of the Company. If these overall parameters are not met at a level of at least 70% of target and profitability is not achieved, the executives are not entitled to compensation under the plan.
	Pay for Business Performance and Department Goals: Motivate, recognize, and reward business performance based on specific goals in line with the business plan approved by the Board of Directors.
	Alignment of Interests: We seek to align the interests of our senior executives with those of our stockholders through a heavy emphasis on equity-based awards and stock ownership guidelines. In 2021 our equity-based awards include PSUs tied to achievement of the Company’s pre-determined Non-GAAP diluted EPS goals and in 2022, 50% of the equity-based awards include PSUs tied to total shareholder return measured based on the performance of the Company’s stock price versus its peers in the S&P 500.
	Attraction, Motivation, and Retention of Talent: Our senior executive compensation programs are designed to help us attract, motivate, and retain key management talent who drive profitability and the creation of stockholder value.

39

Pay for Performance: Motivate, recognize, and reward superior performance and individual contributions.

Alignment of Interests: We seek to align the interests of our senior executives with those of our stockholders.

Attraction, Motivation, and Retention of Talent: Our senior executive compensation programs are designed to help us attract, motivate, and retain key management talent who drive profitability and the creation of stockholder value.

20

---

Elements of Compensation

The following table describes each element of our senior executive compensation program and how these elements help us to achieve our compensation objectives:

2021 compensation structure

Compensation  Element	Form	Objective	Rationale / Key Characteristics
Base Salary	Cash	Retention Attraction Performance	•  Fixed compensation •   compensation.   Intended to be commensurate with each senior executive’s position and level of responsibility •   responsibility.   Evaluated annually or as necessary in response to organizational/business changes, individual performance, market data, etc., but not automatically increased increased.
Annual Cash Incentive  Compensation	Cash	Performance Alignment of Interests Motivation	•     Tied to Company performance. Also, for all NEOs other thanand contingent upon the CEO, individualCompany’s financial performance, •    including revenues, gross margin and profitability.   Designed to reward achievement of challenging annual performance goals that we consider important contributors to stockholder value •   value.   Performance goals and targets are established by the Compensation Committee at the beginning of each calendar year •   year.   The Compensation Committee approves annual cash incentive award payouts based on the level of achievement ofversus these pre-established goals goals.
Long-Term Incentives2	Stock Options PSUs	Performance Alignment of Interests Retention Motivation	•  Based on 2021 Non-GAAP diluted earnings per share with a maximum potential earnout capped at 200% of target.   Earned PSUs vest quarterly over three years after the conclusion of the performance period.
	CEO- 30%
	NEOs- 20%
	Stock Options  20%	Performance  Alignment of Interests  Motivation	As options have no value unless the value of our common stock increases, it alignsthese awards align the interests of senior executives with those of our stockholders and motivatesstockholders.  Options motivate such executives to perform in a manner that drives sustainable increases in the value of our common stock •   The multi-year vesting encourages retention as recipients need to remain employed in order for vesting to occur stock.
	Restricted  Stock Units	Performance Alignment of Interest Interests  Retention Motivation	•  Variable compensation designed to reward contributions to our long-term strategic, financial, and operational success, motivate future performance, align the interests of senior executives with those of stockholders, and retain key senior executives through the term of the awards awards.   Four year quarterly vesting.
	CEO- 50%
	NEOs- 60%
Other Compensation  and Benefits	N/A	Attraction Retention	•   NEOs receive benefits that are generally available to all salaried employees in Israel, where the NEOs are located. This includes contributions to an education fund and to a fund known as Manager’s Insurance, which     provides a combination of retirement plan, insurance, and severance pay benefits to Israeli employees. •   NEOs receive benefits that we generally make available to all salaried employees, including participation in the Employee Stock Purchase Plan.
Change–in- Control Change-in-Control  Arrangements	Equity	Attraction Retention	•  Each of our NEOs has a clause in the NEO’s employment agreement that entitles the NEO to immediate vesting of equity in the event of a qualifying termination within one year following a change in control (“double-trigger” equity vesting) •   Keep management’s highest priority on.    Aligns management with stockholder interests in the face of events that may result in a change-in-control and not on potential individual implications of any such events •   events.   Reasonable change-in-control protections for our senior executives are necessary in order for us to attract and retain qualified employees •employees.   We periodically review the necessity and design of our senior executive severance and change-in-control arrangements arrangements.

² Actual LTI composition was slightly varied (+/-1%) due to a gap between the stock price and the fair market value at market close on the grant date

 

21

---

 

Implementing Compensation Objectives

Determining Compensation

In making compensation decisions, we review the performance of the Company and each senior executive. We also consider the senior executive’s level of responsibility, the importance of the senior executive’s role in achieving our corporate objectives, and the senior executive’s long-term potential, while taking into account his or her current target compensation, value of outstanding equity awards, and stock ownership levels, and our stock selling restrictions for senior executives. Finally, we weigh competitive practices, relevant business and organizational changes, retention needs, and internal pay equity.

Compensation Peer Group

In order to attract, retain, and motivate the best management talent, we believe that we must provide a target compensation packageopportunity that is competitive relative to our peers. In connection therewith,Therefore, the Compensation Committee considers practices of specific companies that we identified as our peers for executive compensation in 2018 (the“20182021 (the “2021 Peer Group”), as well as size-appropriate technology industry survey data.

Each

In the months prior to the start of each new year, the Compensation Committee reviews the market datapeer group with the assistance of its externalindependent compensation consultant and makes changes, as appropriate, in order to ensurewith an aim that it continues to appropriately reflect the Company’s size, industry, and scope of operations.

For 2018, working withoperations when considering the appropriate compensation for our executives.

Our substantial growth, as well as our geographical and product offering expansion, prompted us to adjust our peer group substantially when we considered compensation for 2021. When reviewing the peer group in late 2020 to determine if any changes were appropriate, we noted that four companies were acquired, our market capitalization exceeded the remaining peers’ 75th percentile, and our revenue and operating income exceeded the median. This positioning led the Compensation Committee to conduct a full review of the composition of the Company’s peer group for informing 2021 compensation.

With the assistance of Frederic W. Cook & Co., Inc. (“FW Cook”), an independent consultant retained by the Compensation Committee, approved the 2018 Peer Group, as described below,Compensation Committee searched for new peers, based on multiple factors, including business similarities and broadly comparable financial profiles (e.g.(e.g., revenue, market capitalization, enterprise value, and growth profiles). The 2018 Peer GroupCompensation Committee sought to make changes to the peer group composition to bring the median revenue and market cap size closer to the Company’s size at the time.

Following the annual peer group review process, we removed six companies that fell below the Committee’s targeted market capitalization as well as the four companies that were acquired in the prior year. We added ten new peers from broadly similar industries that were more representative of our size at the time. In November of 2020 when market data were examined, SolarEdge’s positioning in the revised peer group, which was used for establishing 2018 senior executive target compensationto inform 2021 pay decisions was as follows: 3D Systemsmarket capitalization was 65th percentile relative to the peers’ 2019 average market caps (which corresponds to the timing of their compensation that was disclosed in proxy statements filed in early 2020), and revenues were 30th percentile. The Committee believes this reflected our faster revenue growth rate relative to most of the peers, and the peer group was in an appropriate size balance for valid compensation benchmarking.

The companies that were removed from the peer group in fall 2020 were: Brooks Automation, Inc., Cypress Semiconductor Corporation, Advanced Energy Industries Inc., Cray Inc., Generac Holdings Inc., Gigamon Inc. InfineraFinisar Corporation,., John Bean Technologies Corporation, Mellanox Technologies Ltd., MKS InstrumentsNetgear Inc., Ormat Technologies Ltd., PhotronicsPattern Energy Group LP, Power Integrations, Inc., Powell Industries Inc., Stratasys Ltd., Silver Spring, Sun Power Corporation, Sunrun Inc., Veeco Instruments Inc.,and Verint Systems Inc.,  Vicor Corporation and Xperi Corporation (formerly Tessera Technologies Inc.).  This peer group was expanded and modified to accommodate for certain The companies no longer being publicly traded and to add other peers that were foundadded to meet the aforementioned factors for our peer group.

When the Compensation Committee evaluated the 2018 Peer Group, our revenues were positioned at approximately the 40^th percentile compared to the group for the trailing quarter and 50th percentile for the 2017 estimate, our operating income was at approximately the 75^th percentile, and our market capitalization was at approximately the 40^th percentile.

After reviewing the peer group data described above, we determined the approximate range within whichin fall 2020 were: ANSYS, Inc, Arista Networks, Inc., Cadence Design Systems, Inc., Cognex Corp, FLIR Systems (prior to target total direct compensation (the sum of base salary, target annual incentive,acquistion by Teledyne), HEICO Corp, Ideanomics, Inc,. Monolithic Power Systems, Inc, Skyworks Solutions, Inc., and the grant date fair value of long-term incentives) for our senior executives for 2018. Within that range, we incorporated flexibilityXilinx Inc.

 

2021 Peer Group
Cree, Inc.
MKS Instruments Inc.
Silicon Laboratories Inc.
Generac Holdings Inc.
First Solar, Inc.
Curtiss-Wright Corporation
Enphase Energy, Inc.
Entegris, Inc.
Teradyne, Inc .
Skyworks Solutions, Inc.
Xilinx Inc
Ideanomics, Inc
Arista Networks, Inc.
HEICO Corp
Teledyne FLIR, LLC *
ANSYS, Inc
Monolithic Power Systems, Inc
Cognex Corp
Cadence Design Systems, Inc.

*Prior to acquisition by Teledyne Technologies Incorporated

2021 Pay Positioning After reviewing the market data described above, the Compensation Committee determined the approximate range within which to target total direct compensation (the sum of base salary, target annual incentive, and the grant date fair value of long-term incentives) for our senior executives for 2021. Within that range, we incorporated flexibility to respond to and adjust for the evolving business environment and our specific hiring and retention needs. Some NEOs were provided meaningful target direct compensation or TDC increases for 2021 to continue to close the gap to the market median given the movement of the market data year-over-year, which was influenced by the Company’s larger size. In general, for 2021, the Compensation Committee set base salary and short- and long-term incentive compensation opportunities for our senior executives, including the NEOs, at or near the median of the peer group and proxy and survey data. Individual levels varied from the targeted position for each of the elements of target total direct compensation based on the Compensation Committee’s overall subjective evaluation of individual performance, senior executive responsibilities relative to benchmark position responsibilities, and individual skill set and experience.

In general for 2018, we set base salary and short- and long-term incentive compensation opportunities for our senior executives, including the NEOs, at or near the median of the peer group proxy and survey data. As described below, individual levels varied from the targeted position for each of the elements of target total direct compensation based on the Compensation Committee’s overall subjective evaluation of individual performance, senior executive responsibilities relative to benchmark position responsibilities, and individual skill set and experience.

In November 2018, the Compensation Committee evaluated the equity compensation of the CEO and other senior executives as part of a study performed by FW Cook for the evaluation of executive salaries and other compensation for 2019. In connection therewith, the Compensation Committee considered the 2018 Peer Group in light of the growth of the Company and as each year, reviewed the market data with the assistance of its external compensation consultant and made appropriate changes in order to ensure it continues to appropriately reflect the Company’s size, industry, and scope of operations.

For establishing appropriate benchmarks for the NEO compensation for 2019, working with FW Cook, the Compensation Committee approved the 2019 Peer Group, as described below, based on multiple factors, including business similarities and broadly comparable financial profiles (e.g. revenue, market capitalization, enterprise value, and growth profiles). The 2019 Peer Group used for establishing 2019 senior executive target compensation was as follows: 3D Systems Corporation; Advanced Energy Industries Inc.; Brooks Automation, Inc.; Cree, Inc.; Finisar Corporation; Generac Holdings Inc.; Infinera Corporation; Mellanox Technologies Ltd.;, MKS Instruments Inc.; Netgear Inc.; Ormat Technologies Ltd.; Pattern Energy Group LP; Power Integrations, Inc.; Silicon Laboratories Inc.; Veeco Instruments, Inc., Verint Systems Inc..  This peer group was expanded and modified since the 2018 Peer Group to take into account the changes in financial parameters given the significant growth of the Company, both in revenues, net income in business scope due to acquisitions. The modifications were also made to accommodate for certain companies no longer being publicly traded and to add other peers that were found to meet the aforementioned factors for our peer group.

22

---

Results of 20182021 Advisory Vote to Approve Executive Compensation

At our 20182021 annual meeting of stockholders, 84%76% of the votes cast were in favor of our advisory resolution regarding the compensation of our NEOs. TheOur Board and Compensation Committee believes this affirmsconsider the stockholders’ supportresults of the Company’s pay-for-performance philosophysay-on-pay vote as one of the several inputs in determining our shareholder engagement strategy for the following year. Following the results of our say-on-pay vote we significantly expanded our shareholder outreach program with respectthe direct involvement of our chairman of the board and chair of the Nominating and Corporate Governance Committee, as detailed under the Stockholder Engagement and Communication section on page 26 above. Our Compensation Committee reviewed the result of the stockholders’ advisory vote on executive compensation and reached out for feedback from our stockholders about ways to improve our executive compensation.  Nocompensation program.

In response to investor feedback, the Company revised its executive compensation strategy for 2022 to better align executive compensation with performance by changing the composition of our equity compensation offering, whereby 50% of the equity compensation will be in RSUs and 50% of the equity compensation will be in performance-based awards that vest based on achievement of the Company’s relative TSR versus the constituents of the S&P 500 index. Additionally, in 2022 the Company has integrated ESG related performance goals into the overall Company goals that are relevant for our senior executives, including our NEOs and CEO, under our annual incentive compensation plans. Because our discussions with investors occurred in response to the advisory resolution at our 2021 annual meeting of stockholders as a means to better understand their views on our compensation program, the changes we implemented were made toafter the compensation program for NEOs as a direct response to2021 had already been established. Additional information concerning the result of the vote.Company’s 2022 pay structure will be provided in our next Proxy Statement. The Compensation Committee will continue to consider feedback from stockholders and the results of future advisory votes on executive compensation.

compensation in making executive compensation decisions.

Role of Compensation Committee and Management

The Compensation Committee has primary responsibility for overseeing the design and implementation of our senior executive compensation programs. The Compensation Committee, with input from the other independent directors, evaluates the performance of the CEO. The Compensation Committee then recommends CEO compensation to the independent directors for approval. The CEO and the Compensation Committee together review the performance of our other senior executives, and the Compensation Committee determines their compensation based on recommendations from the CEO. The executives do not play a role in their own individual compensation determinations.

Role of Compensation Consultants

With respect to decisions for 20182021 target compensation of the NEOs, competitive review of senior executive and non-employee director compensation programs and peer group review for 2018,2021, the Compensation Committee retained FW Cook to review market trends and advise the Compensation Committee.Committee, including review of Company-wide burn rate and related measures. FW Cook is the sole compensation consultant offor the Compensation Committee.

Committee and did not provide additional services outside of advising on the amount and form of executive and director compensation.

Our Compensation Committee has concluded that no conflicts of interest exist with respect to FW Cook’s provision of services after considering the following six factors: (i) the provision of other services to us by FW Cook; (ii) the amount of fees FW Cook received from us as a percentage of theits total revenue of FW Cook;revenue; (iii) the policies and procedures of FW Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the FW Cook consultants with a member of the Compensation Committee; (v) any of our stock owned by the FW Cook consultants; and (vi) any business or personal relationship of the FW Cook consultants or FW Cook with any of our executive officers.

The Compensation Committee is directly responsible for the appointment, compensation, and oversight of FW Cook. FW Cook reported directly to the Compensation Committee, although the Compensation Committee instructed FW Cook to work with management to compile information and to gain an understanding of the Company and any Company-related issues for consideration by the Compensation Committee, including market trends.

 

23

---

 

Compensation-Related Governance Policies

Stock Ownership

Clawback Policy

In early 2021, our Board of Directors approved a Clawback Policy under which, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws the Compensation Committee may cancel all or any portion of any outstanding incentive compensation, including annual bonuses and Holding Guidelines

other short- and long-term cash, equity and equity-based incentive awards, which is in excess of the compensation the Company’s current and former officers as determined by the Board from time to time in accordance with Rule 16a-1 under the Securities Exchange Act of 1934 would have earned for the relevant fiscal period(s) had the accounting restatement not occurred.

Insider Trading & Anti-hedging/Pledging Policies

All of our non-employee directors and employees, including the NEOs, are subject to our Insider Trading Policy which forbids employees to trade in the Company’s stock, or any derivatives thereof, while holding non-public material information orand designated employees who are thought to be regularly in possession of material non-public information are restricted from trading during the Company’s set “black-out periods”. In addition, theOur insider trading policy prohibits all employees from engaging in hedging, pledging, trading on margin or any other speculative trading.

Stock Ownership and Holding Guidelines

The Company’s board of directors has adopted Stock Ownership and Holding Guidelines that apply to the Company’s board of directors, the CEO, and his direct reports.executive team. As per the current guidelines, the CEO and his direct reportsexecutive team are required to attain and maintain stock equal to four times the annualized base salary for the CEO and two times the annualized base salary for all CEO direct reports.  other members of the CEO’s executive team. Non-employee members of the Board are required to attain and maintain stock equal to five times their annualized cash retainer.

Executives and directors who are covered by the policy are required to hold 50% of the “net profit shares” resulting from stock option exercises and/or vesting of other stock-based awards until they reach their applicable stock ownership level. “Net profit shares” refers to the number of shares actually held by the executive or director following a vesting or exercise event after covering withholding tax requirements and/or stock option exercise costs with a portion of the shares resulting from such exercise or vesting event. costs.

Once covered by the stock ownership policy, executives and members of the Board are expected to continuously accumulate qualifying equity until they meet the minimum stock ownership requirement. Once an individual has achieved the required stock ownership level, he/she must maintain stock ownership at or above the required level. As of the Record Date, all of the executives and directors subject to this policy are in compliance.

Compensation of the Named Executive Officers

In determining target total compensation for our NEOs for 2018, we evaluated the financial and operational performance of the Company and considered each senior executive’s contributions relative to that performance. As part of the annual senior executive compensation review,2021, the Compensation Committee reviewed independent market data as well as then-current pay levels of the Company’s senior executives, the Company’s pay philosophy and corporate performance, and the individual performance of the Company’s senior executives.

NEOs and other executive-specific factors such as criticality, tenure, skill set relative to external marketplace, etc.

For a discussion of the Company’s performance for the year ended December 31, 2018,2021, see “Executive Compensation — 2018 ResultsSummary—2021 Business Highlights and Key Events and Impact on Compensation”Link to Pay Decisions” above.

 

Base Salary

Base salaries

FW Cook’s Fall 2020 market study indicated that the CEO’s base salary was significantly below the market median, having been promoted from Acting CEO in 2018 for the CEO and each of theFebruary 2020. In connection with our median compensation philosophy, all NEOs were the same as in 2017 and were not adjusted for the NEOs since August 2016. When the Compensation Committee reviewed executive compensation in December 2017, it was determined, based onprovided a report provided by FW Cook, that the base salaries were within market level medians and therefore in 2018 they remained unchanged.

When evaluating executive compensation again in the last quarter of 2018 with respect to compensation of executives for 2019, the Compensation Committee engaged FW Cook and updated the Peer Group of the Company in order to take into account the growth of the Company, both in revenues, operating income and changes in market cap. In their report, FW Cook found that the base salaries of each of the NEOs were all below market median levels. As such, and taking into account the increased levels of responsibility for each of the NEOs, the salaries were increasedsalary increase effective January 1, 2021. The CEO was provided a 40.0% increase, which was his first increase since being nominated to the CEO role in September 2019. The increase in salaries for 2019, reflecting a 18.0-31.0% increase in base salaries for all of ourOther NEOs were made following a discussion with FW Cook and accordingprovided salary increases ranging from 2.0% to their recommendations. FW Cook updated its compensation analysis as applied to the Company’s peer group and considered the Company’s growth since August 2016, and made its recommendations based upon that updated analysis. Specifically, the Compensation Committee took into account the growth of the Company, in revenues, global presence and including recent activities of management involving business development and acquisitions, including the addition of three new businesses (UPS, batteries and e-Mobility) to their respective management roles and the increase in responsibilities accompanied therewith.

24

---

4.2%.

The base salaries of our NEOs were approved by the Compensation Committee in U.S. Dollars. As per suchSince all of our NEOs are located in Israel, the Compensation Committee’s approval provided that, payments are actually made in New Israeli Shekel based on the exchange rate used at the time of the approval. As such, while the actual monthly payment of base salaries of our NEOs did not change between August 2016 and through December 31, 2018, the U.S. Dollar amount reflected in the below disclosure reflects the rate of exchange as of December 2017 and as such, reflects a base salary change that is merely a result of a fluctuation in the exchange rate of U.S. Dollar to New Israeli Shekel. The following table sets forth the 2017-20192020-2021 base salaries for the NEOs:

December 2017 and November 2018 Base Salary Decisions
Name and Principal Position		Annual base salary Effective 2017-2018 ($)				Annual base salary Effective Jan. 2019($)				Percentage change
Guy Sella  - Chief Executive Officer and Chairman of the Board			611,000				750,000				22.7	%
Ronen Faier - Chief Financial Officer			350,000				420,000				20.0	%
Zvi Lando - Vice President, Global Sales			350,000				420,000				20.0	%
Yoav Galin – Vice President, Research and Development			322,000				380,000				18.0	%
Rachel Prishkolnik – Vice President, General Counsel and Corporate Secretary			290,000				380,000				31.0	%

Name and Principal Position	Annual base salary effective January 1,  2020 ($)	Annual base salary effective January 1, 2021 ($)	Percentage change
Zvi Lando – Chief Executive Officer	625,000	875,000	40.0%
Ronen Faier - Chief Financial Officer	505,000	515,000	2.0%
Uri Bechor - Chief Operations Officer	480,000	500,000	4.2%
Rachel Prishkolnik – Vice President, General Counsel and Corporate Secretary	425,000	435,000	2.4%
Yoav Galin – Vice President, Research and Development	425,000	435,000	2.4%

Annual Cash Incentive Compensation

For 2018,2021, each NEO was eligible to receive an annual incentive compensation payment based on achievement of pre‑establishedpre-established performance goals. For Mr. Sella,all of the NEOs, any earnouts under the annual cash incentive compensation program are contingent upon the Company achieving a minimum level of performance with respect to certain pre-established financial parameters. If the weighted average achievement for the financial measures is not at least 70% of target and profitability is not achieved, no annual cash incentive compensation is awarded to the NEOs.

For 2021, the performance goals established for our CEO were entirely based entirely upon Company‑Company related financial, operational, and strategic objectives, comprised of 70% financial achievement, 7% operations, 17% strategy, and 6% scalability and infrastructure. Specifically,with a 60% weighting on the financial achievement parametersportion – Solar Revenue Targets, Non-solar Revenue Targets, Net Income and Solar Business Gross Margin targets. The remaining 40% of our CEO’s target bonus was based on goals related to Operations (10%), Product & Strategy (10%), Building Scalability (10%), and an additional 10% based on the discretion of the minimum required for bonus payments were contingent upon the Company meeting at least 70%board of its financial parameters and having a positive net income. The financial parameters were comprised of revenue, net income and gross margin targets. The compensation committee measured the achievement of the targets based upon the Company’s solar business results so as not to take into account the acquisitions which were not taken into account when the performance goals were established.

directors.

For the remaining NEOs, the performance goalsCompany Financial Goals detailed below were weighted based upon 50% Company‑related financial, operational,30%, the Company Operations, Product & Strategy, Building Scalability, and strategic objectivesboard discretion goals were each weighted 5% (which were the same objectives as for theour CEO and as detailed in the table below), and the remaining 50% was based upon individual performance. performance goals , with any bonus earnout contingent upon reaching a general score for the Financial Goals of at least 70% and positive net income.

The Company exceeded the achievement threshold set for the financial goals related to revenues and profitability targets and was slightly below the gross margin target. The Company reached higher than the minimum achievementFinancial Goals required for bonus payments by achieving annual calendar revenues in solar businessSolar Revenue of $914.3$1.79 billion, Solar Business Gross Margin of 36.4%, Non-Solar Revenues of $176.2 million and a net incomeSolar Operating Income of $136.0 million in solar business.$368.7 million. The Company reached a gross margin of 35.0% for the solar business thus yielding only a portion of the entitlement under this financial parameter. The non-financial performance goals for the CEO relateOperation, Strategy and Scalability & Infrastructure Goals related to specific targets decided uponset by usthe Compensation Committee in accordance with the Company’s plans for the year to follow. For example, for 2018,2021, these goals included increasingramp up of and attainment of certain cost reduction targets in the Company’s manufacturing facilities in the north of Israel, Sella 1, driving the expansion of our Kokam manufacturing facility for the production capabilities by 35%, finishingof lithium-ion cells and batteries, Sella 2, initiation of cost reduction activities, development of certain new inverter lines, development of a full suite of home energysolar products and establishmentspecific parameters relating to the enhancement of business forour non-solar organizations and products.

 

	Goal Type	Percentage of Total	2021 Achievement vs. Goals (Corporate Performance)	2021 Goal Achievement
Financials	Revenue for the Solar business	28%	$1.79 billion in revenue in solar business vs. $1.7 billion Goal	29.4%
	Operating Profitability	9%	$368.7M million in net income vs. $250M Goal	13.3%
	Gross Margin	17%	36.4% in Gross Margin in solar business vs. 33.5% Goal	18.5%
	Non- solar business	6%	Targets relating to revenues and loss of acquired non- solar businesses (Critical Power, e-Mobility and storage)	4.1%
Other Corporate Goals	Strategy	10%	Goals which included the development of the Company’s utility scale inverter and continued development of the Company’s e-Mobility organization and production capabilities.	5.9%
	Scalability & Infrastructure	10%	Goals which focused on ramping up the Company’s manufacturing facility in the north of Israel, “Sella 1” as well driving the expansion of the Kokam manufacturing facility, “Sella 2”.	6.3%
	Operations	10%	Goals included increasing manufacturing capacity and certain cost reduction initiatives	6.6%
	Board Discretion	10%	None	10.0%
	Total	100%		94.1% of Target Corporate Performance Achieved*

While the sale of UPS products.

25

---

The 20182021 bonus structure allows for overachievement of the financial goals, the Company has never paid beyond 110% of the long term cash compensation target and achievement against the Company‑related financial, operational, and strategic objectivesability to reach 200% of the target is summarized as follows:

Goal Type	Percentage	2018 Achievement vs. Goals
Revenue	35%	$914.3M in Revenue in solar business vs. $720M Goal (+27.0%)
Net Income	14%	$136.0M in Net Income in solar business vs. $90M Goal (+51.1%)
Gross Margin	21%	35.0% in Gross Margin in solar business vs. 36.0% Goal (-2.8%)
Strategy	17%	Targets which included building a UPS business unit and establishing a means of battery manufacturing
Scalability & Infrastructure	6%	Targets which focused on developing a new manufacturing facility and advanced laboratories
Operations	7%	Targets included increasing manufacturing capacity by more than 35% and completion of new inverter models
Total	100%	114.3% of Target Achieved

not considered possible from a business perspective.

In addition to the aforementioned corporate performance goals detailed above, which were weighted based upon 50% Company‑related financial, operational, and strategic objectives,for each NEO other than(except for the CEO hasCEO), each NEO had additional individual pre-determined performance goals relating to their respective specific areas of responsibility and contribution to the Company. EachCompany, which comprised the remaining 50% of their 2021 bonus determination. These individual performance goals relate to each executive’s responsibilities and controbutions toward the success and growth of the NEOs received a bonus underCompany for the compensation plan that had been preapproved by the Compensation Committee and after review by the Compensation Committee of the specific performance goals and determination of their level of achievement.forthcoming year. Each NEO has a certain target bonus that is preapproved by the Compensation Committee and is equal to eight months of such NEO’s monthly Base Salary.base salary. NEOs can achieve beyond their target bonus if the performance goals are exceeded and at the discretionexceeded. Each of the Compensation Committee.

26

---

The individual performance goals are specific goals to each NEO and relate toNEOs received a bonus under the goals for the success and growth of the Company for the forthcoming year. Specifically, for our Vice President of Research and Development the goals include the development of certain new products and for our Vice President of Global Sales, the goals include the penetration of sales in certain new geographic regions. For 2018, Mr. Sella was awarded $674,897 which represents 114% of his Base Salary for calendar 2018; Mr. Faier was awarded $241,714 which represents 72% of his Base Salary for calendar 2018; Mr. Lando was awarded $235,741 which represents 70% of his Base Salary for calendar 2018; Mr. Galin was awarded $210,688 which represents 68% of his Base Salary for calendar 2018 and Ms. Prishkolnik was awarded $198,292 which represents 71% of her Base Salary for calendar 2018. Payments were made to the NEOS in New Israel Shekels converted from US Dollars on the payment date. These performance-based cash bonuses were paid in March 2019 for achievement of business objectives establishedcompensation plan after review by the Compensation Committee of the specific performance goals and determination of their level of achievement. The results of the Compensation Committee’s evaluation of goal attainment for calendar year 2018.

NEO		2018 Bonus Target				2018 Actual Bonus				2018 Actual Bonus as % of Target*
Guy Sella		$	611,000			$	674,897				110.5	%
Ronen Faier		$	234,000			$	241,714				103.3	%
Zvi Lando		$	234,000			$	235,741				100.7	%
Yoav Galin		$	215,000			$	210,688				98.0	%
Rachel Prishkolnik		$	193,000			$	198,292				102.7	%

the NEOs are summarized below:

* Mr. LandoPercentage

The Compensation Committee determined that Mr. Lando attained 94.1% of Actual Bonus as Percentagethe Corporate performance Goals (as detailed in the table above) which are considered all of TargetMr. Lando’s personal performance goals. The specific detail and achievement of Mr. Lando’s performance goals is slightly lowerdetailed in the table above and included the financial goals of revenues for the solar business, operating profit and gross margin, each of which were overachieved and revenues for the non-solar business, that was not achieved in full. Other performance goals included development of new products, the scaling of Sella 1 (which increased capacity even more than the Actual Bonus entitlementexpected in U.S Dollarsorder to overcome manufacturing halts in Vietnam due to Covid shut downs) and the factbuilding of Sella 2 in Korea as well as scaling manufacturing globally and continued cost reduction efforts. The board also maintains discretion with respect to 10% of the bonus and after discussion and review, determined to provide Mr. Lando with the full entitlement.

Mr. Faier

The Compensation Committee determined that Mr. Faier attained 50.45% of the 50% of his individual personal performance goals for 2021. His primary measurable performance targets included managing the Company’s business plan and financial risks, including oversight of internal audits, maintaining or improving specific financial parameters including gross margin and operating expense measures. In addition, Mr. Faier’s personal performance goals also included overseeing operations of the Company’s storage division including the operations of Kokam, oversight of the product roadmap and the expansion of manufacturing of lithium ion cells and batteries.

Mr. BechorActual Bonuses were

The Compensation Committee determined that Mr. Bechor attained 44.8% of the 50% of his individual personal performance goals for 2021. His measurable targets related to production, including meeting the manufacturing levels established to meet the Company’s business plan, meeting plans for ramp of the residential battery and supply of powertrain kits for SolarEdge eMobility. In addition, Mr. Bechor’s personal performance goals included, among others, certain cost reduction plans and goals related to the ramp of production from the Company’s new contract manufacturing facility in Mexico as well as the expansion of the Kokam’s manufacturing facilities.

 

Ms. Prishkolnik

The Compensation Committee determined that Ms. Prishkolnik attained 48.5% of the 50% of her individual personal performance goals for 2021. Her primary measurable targets included, management of corporate governance matters, management of the Company’s intellectual property portfolio, strategy and litigation. In addition, Ms. Prishkolnik’s personal performance goals included support of the Company’s global legal commercial needs in sales, customer support, operations, general administrative needs and R&D as well as in its storage and eMobility divisions.

Mr. Galin

The Compensation Committee determined that Mr. Galin attained 39.6% of the 50% of his individual personal performance goals for 2021. His primary measurable targets included, developing new inverter technologies, next generation optimizer, a next generation residential battery and a utility scale inverter as well as development of automated assembly lines for new products. In addition, Mr. Galin’s personal performance goals included specific parameters defined to support the Company’s research and development in its non-solar businesses.

 calculated

*Any bonus payment for the CEO or NEOs is contingent upon the Company meeting at least 70% of its Financial Goals and paid based on the NEOs monthly New Israeli Shekel (NIS) base salaryhaving a positive net income

Our 2021 NEO bonuses were earned at year end.

86.6% to 97.5% of target.

NEO	2021 Bonus Target ($)	2021 Actual Bonus ($)	2021 Actual Bonus as % of Target*
Zvi Lando	962,500	905,566	94.1%
Ronen Faier	343,333	334,724	97.5%
Uri Bechor	333,333	306,141	91.8%
Rachel Prishkolnik	290,000	277,073	95.5%
Yoav Galin	290,000	251,263	86.6%

Equity Compensation

In December 2017,November 2020, the Compensation Committee evaluated the equity compensation of the CEOMr. Lando and other senior executives for 20182021 as part of the study performed by FW Cook.its independent consultant. In order to align NEO compensation with the median of the 20182021 Peer Group (with adjustments as necessary based on the Compensation Committee’s overall subjective evaluation of individual performance, senior executive responsibilities relative to benchmark position responsibilities, and individual skill set and experience), and in order to maintain a performance based compensation program that aligns the NEOs with the interests of shareholders, and also provides them with long term incentives, the Compensation Committee approved annual long-term incentive grants for Mr. Lando and the CEO and other NEOs (as well as the other senior executives) consisting of 50% RSUs, 20% options and 50% options. We believe30% Performance Stock Units (PSUs) for Mr. Lando and 60% RSUs, 20% options and 20% PSUs for the other NEOs. The Compensation Committee believed that this mix of RSUs, PSUs and options and RSUs is appropriatewas reasonable because it providesprovided a balance between incentive (given that stock options only provide value to the grantee in the event that our stock price increases following the date of grant), maximizing shareholder value (given that PSUs are tied to pre-determined Non-GAAP diluted EPS targets) and retention (given that RSUs only become payable based upon continued service over time). PSUs were introduced for the first time into the 2021 LTI mix in response to shareholder feedback and comprised 30% of our CEO’s LTIs and 20% of our other NEOs’ LTIs in 2021. We increased the PSU award mix to 50% of each NEO’s LTI mix in 2022.

All of the equity grants have a four-year vesting period. The optionsPSUs vest based upon achievement of Non-GAAP diluted EPS of at least $3.60 for 2021, which would have resulted in 50% of the target number of PSUs becoming eligible to vest. A target earnout required achievement of $4.80, and a ten year term and were granted at an exercise price200% of $38.05target earnout, which was the fair market valuemaximum allowed, required achievement of $6.00. Any PSUs that become eligible to vest based on achievement of the shares asNon-GAAP diluted EPS goal are subject to quarterly time-based vesting over an additional three years following completion of the performance period. Following the end of the performance period, based on Non-GAAP diluted EPS of $4.81, it was determined that 101% of the target number of PSUs were earned, and will vest quarterly over the following three years subject to continued employment on each vesting date, with one-quarter already vested from the date of the grant. Please see GAAP to Non-GAAP reconciliation table in Appendix A.

 

The rationaleoptions granted in 2021 have a ten-year term and an exercise price of granting options$311.35 which was equal to senior executives is to create more leverage and greater wealth creation opportunity that can materially impact financial and stockthe closing share price performance, consistent with typical market practice, and aligning senior executives withon the interestsdate of the Company. The options have strong performance orientation since they only provide value if the stock price increases. The time-vested RSUs, which are granted to all of the Company’s employees, offer more certainty in value delivery (while still being stockholder-aligned) thereby driving executive retention.

27

---

As was donegrant and vest quarterly over four years.

Based on investor feedback, for 2018,2022 the Compensation Committee alignedchanged the long term incentives for 2019 with the 2019 Peer Group (with adjustments as necessary based on the Compensation Committee’s overall subjective evaluationmix of individual performance, senior executive responsibilities relativeequity compensation granted to benchmark position responsibilities, and individual skill set and experience),its executives in order to maintain amore closely tie executive compensation to performance by increasing the portion of equity granted in the form of performance-based stock units to 50% of the total long-term equity incentive compensation package. The PSUs for 2022 vest based compensation program that alignson achievement of Total Shareholder Return (TSR) as compared to the NEOs compensation withconstituents of the interests of shareholders and also provides them with long term incentives.S&P 500 Index companies’ TSR. The Compensation Committee approved annual long-term incentive grants forfurther decided to remove options from the CEOprogram, resulting in an award type mix of PSUs and other NEOs (as well as the other senior executives) consisting ofRSUs, each weighted 50% RSUs and 50% options.

.

Employment Agreements

During 2018,2021, we were party to employment agreements with Messrs. Sella,Lando, Faier, Lando, Galin, Bechor and Ms. Prishkolnik. Each of these employment agreements provideprovides for employment of the NEO on an “at‑“at will” basis and provideprovides for a base salary, vacation, sick leave, payments to a pension and severance fund, as well as to an Israeli recreational fund and recuperation pay, in accordance with Israeli law. On May 16, 2017, our Compensation Committee approved the amendment of the employment agreements of our executive officers in order to standardize all executive management agreements. Following the amendment, all executive management employment agreements provide for double-trigger equity vesting following a change of control event. See the sections below entitled “Executive“Executive Compensation Table Narrative-EmploymentNarrative-Employment Agreements” and “Potential“Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control”Control” for more information.

The employment agreement entered into with Mr. Bechor upon his commencement of employment reflects these standardized provisions.

Other Compensation

Our CEO and the remaining NEOs receive benefits that we generally make available to all salaried employees in Israel, where the NEOs are located. These include contributions to an education fund and to a fund known as Manager’s Insurance, which provides for a combination of retirement plan, insurance, and severance pay benefits to Israeli employees. See the section below entitled “Executive“Executive Compensation Table Narrative--EmploymentNarrative-Employment Agreements” for more information. Executives do not receive any special perquisites not extended to other employees of the Company.

Tax Deductibility of Compensation

For 2017 and prior years, Section 162(m) of the Internal Revenue Code (the Code) generally limited the deductibility of compensation to $1 million per year per person for certain of our named executive officers,NEOs, unless compensation in excess of the limit qualified as “performance based“performance-based compensation.” Following the changes to the tax laws effective as of January 1, 2018, that eliminateeliminated the exception for “performance based compensation,”“performance-based compensation”, we expect we will beare unable to deduct compensation payable to Named Executive OfficersNEOs in excess of $1,000,000.

$1,000,000 per year per NEO under US corporate income tax law.

While our Compensation Committee considers the impact of this tax treatment, the primary factor influencing program design is the support of our business objectives. Generally, whether incentive compensation will be deductible under Section 162(m) of the Code will be a consideration, but not the decisive consideration, with respect to our Compensation Committee’s compensation determinations. Accordingly, our Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax deductible in order to achieve a strategic result that our Compensation Committee determines to be more appropriate.

Prohibition on Hedging, Pledging and other Speculative Transactions

Our Insider Trading Policy, among other things, prohibits all officers, directors, and all other employees of the Company, from engaging in hedging, or other speculative transactions relating to Company shares including trading in puts or calls in Company securities, short-sales of Company securities, or through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds or any transactions that have, or are designed to have, the effect of hedging or offsetting any decrease in the market value of Company securities. Officers, directors and employees of the Company are further prohibited from holding Company securities in margin accounts or otherwise pledging Company securities as collateral for a loan.

 

 

28

---

COMPENSATION COMMITTEE REPORT

Compensation

Committee Report

This report shall not be deemed incorporated by reference or by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this report by reference, and shall not otherwise be deemed filed under such Acts.

suchActs.

The Compensation Committee has reviewed and discussed with management and its independent consultant, the Compensation Discussion and Analysis below,above, and based on the reviewsuch reviews and discussions, recommended to our board that thisthe Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee,

Avery More, Chairman

Nadav Zafrir

Betsy Atkins

 

 

The Compensation Committee, Avery More, Chairman Dan Avida Doron Inbar

COMPENSATION RISK

Compensation Risk

Our compensation programs are designed to balance risk and reward in relation to the Company’s overall business strategy. Management assessed, and the Compensation Committee reviewed, our senior executive and broad-based compensation and benefits programs. Based on this assessment, we have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. Among the program attributes that discourage inappropriate risk-taking are:

·

theThe balance between annual and long-term compensation, including the fact that a significant portion of compensation is delivered in the form of equity incentives that vest over several years;

·PSUs are measured against pre-determined Non-GAAP diluted EPS goals, Number of performance units earned is determined by our performance as measured against these pre-established performance goals at the end of the first year which are then subject to an additional three-year vesting period

theThe use of multiple financial metrics for performance-based annual cash incentive awards and the use of individual goals under our annual cash incentive program;

·

the Compensation Committee’sThe compensation committee’s ability to modify annual cash incentives to reflect the quality of earnings, individual performance, and other factors that it believes should influence compensation; and

·

ourOur management stock-selling restrictions encourage a longer-term perspective and align the interests of senior executives and the Board,board, as applicable, with other stockholders.stockholders ; and

We maintain a clawback policy applicable to our executive team which provides for the recoupment of incentive-based compensation in the event of a financial restatement.

29

---

Summary Compensation Table

The following table summarizes the compensation of our NEOs for the year ended December 31, 2018,2021, the year ended December 31, 2017,2020, and the Stub Period, and fiscal years 2016.

Name and Principal Position		Year		Salary ($)(1)				Option Awards ($)(2)				Stock Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(1)(3)				All Other Compensation ($)(1)				Total ($)
Guy Sella - Chief Executive Officer and Chairman of the Board		2018			595,267				1,363,073				1,449,971				674,897				94,973	(4)			4,178,181
		2017			600,221				1,002,437				986,343				645,219				94,261	(5)			3,328,481
		2016SP			274,135				499,793				505,551				503,073				42,801	(6)			1,825,353
		2016			483,192				641,051				903,240				714,528				72,435	(7)			2,814,446
Ronen Faier – Chief Financial Officer		2018			340,926				410,801				436,966				241,714				53,689	(8)			1,484,097
		2017			343,763				325,242				320,010				241,153				53,725	(9)			1,283,893
		2016SP			158,355				162,157				164,028				203,923				24,931	(10)			713,395
		2016			283,315				256,420				361,296				260,841				42,666	(11)			1,204,538
Zvi Lando – Vice President, Global Sales		2018			340,926				410,801				436,966				235,741				56,137	(12)			1,480,571
		2017			343,763				325,242				320,010				248,474				56,302	(13)			1,293,791
		2016SP			158,355				162,157				164,028				195,864				25,932	(14)			706,337
		2016			288,503				256,420				361,296				247,065				46,329	(15)			1,199,614
Yoav Galin – VP Research and Development		2018			313,868				410,801				436,966				210,688				52,303	(16)			1,424,626
		2017			316,480				325,242				320,010				209,731				52,195	(17)			1,223,658
		2016SP			145,584				162,157				164,028				178,415				24,220	(18)			674,405
		2016			262,299				256,420				361,296				235,933				42,256	(19)			1,158,204
Rachel Prishkolnik -VP General Counsel and Corporate Secretary		2018			281,399				248,155				527,173				198,292				46,718	(20)			1,301,737

year ended December 31, 2019.

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(1)(2)	Option Awards ($)(3)	Stock Awards ($)(3)(4)	Non-Equity Incentive Plan Compensation ($)(1)(5)	All Other Compensation ($)(1)(6)	Total ($)
Zivi Lando – Chief Executive Officer	2021	888,765	-	1,130,335	4,299,750	905,566	136,920	7,361,336
	2020	477,133	-	1,019,977	1,979,899	526,516	76,185	4,079,710
	2019	505,986	-	548,644	549,986	397,747	79,000	2,081,363
Ronen Faier – Chief Financial Officer	2021	547,350	-	410,970	1,584,859	334,724	85,862	2,963,765
	2020	395,739	-	411,349	798,598	302,034	63,573	1,971,293
	2019	437,246	-	548,644	549,986	282,782	69,869	1,888,527
Rachel Prishkolnik – VP General Counsel and Corporate Secretary	2021	460,639	-	308,227	1,188,486	277,073	71,082	2,305,507
	2020	352,668	-	327,384	635,498	261,010	55,694	1,632,254
	2019	395,605	-	436,436	437,487	257,310	60,808	1,587,646
Yoav Galin – VP Research and Development	2021	460,639	-	308,227	1,188,486	251,263	73,419	2,282,034
	2020	352,668	-	327,384	635,498	232,252	58,336	1,606,138
	2019	395,605	-	436,436	437,487	254,600	67,757	1,591,885
Uri Bechor – Chief Operating Officer	2021	520,252	-	410,970	1,584,859	306,141	84,280	2,906,502
	2020	385,526	-	327,384	635,498	282,884	63,044	1,694,336
	2019	145,745	287,191(2)	-	850,045	94,391	23,100	1,400,472

(1)

We paid the amounts reported for each NEO in New Israeli Shekels. We have translated amounts paid in New Israeli Shekels into U.S. dollars at the foreign exchange rate published by the Bank of Israel as of the date of payment.

(2)

Represents the cash payment for a sign on bonus earned in connection with commencement of employment.

(3)

The amounts in this column represent the aggregate grant date fair value of the equity-based awards granted to our NEOs, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the equity-based awards in Note 2u2aa to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 28, 2019. There can be no assurance that these awards will vest or will be exercised (in which case no value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value. The values reported in the table for performance-based restricted stock units granted in fiscal 2016 were calculated assuming that all applicable performance goals would be achieved.

30

---

(3)	Represents the cash bonuses earned pursuant to our annual cash incentive program. For more information, see the discussion in the CD&A under the caption Annual Cash Incentive.

(4)	Includes a $49,586 contribution by the Company to Mr. Sella’s severance fund and $45,387 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(5)	Includes a $49,996 contribution by the Company to Mr. Sella’s severance fund and $44,265 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(6)	Includes a $22,835 contribution by the Company to Mr. Sella’s severance fund and $19,966 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(7)	Includes a $40,250 contribution by the Company to Mr. Sella’s severance fund and $32,185 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(8)	Includes a $27,179 contribution by the Company to Mr. Faier’s severance fund and $26,511 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(9)	Includes a $27,404 contribution by the Company to Mr. Faier’s severance fund and $26,321 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(10)	Includes a $12,674 contribution by the Company to Mr. Faier’s severance fund and $12,257 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(11)	Includes a $22,772 contribution by the Company to Mr. Faier’s severance fund and $19,894 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(12)	Includes a $28,399 contribution by the Company to Mr. Lando’s severance fund and $27,738 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(13)	Includes a $28,633 contribution by the Company to Mr. Lando’s severance fund and $27,669 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(14)	Includes a $13,191 contribution by the Company to Mr. Lando’s severance fund and $12,741 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(15)	Includes a $24,032 contribution by the Company to Mr. Lando’s severance fund and $22,297 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(16)	Includes a $26,145 contribution by the Company to Mr. Galin’s severance fund and $26,158 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(17)	Includes a $26,363 contribution by the Company to Mr. Galin’s severance fund and $25,832 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(18)	Includes a $12,127 contribution by the Company to Mr. Galin’s severance fund and $12,093 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

(19)	Includes a $21,850 contribution by the Company to Mr. Galin’s severance fund and $20,406 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance

(20)	Includes a $22,608 contribution by the Company to Ms. Prishkolnik’s severance fund and $24,110 in aggregate Company contributions to pension and Israeli recreational funds and a recuperation allowance.

31

---

2018 Grants of Plan-Based Awards

Name		Equity Award Grant Date		Estimated Future Payouts under Non-Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units				All Other Option Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards ($/Share)				Grant Date Fair Value of Stock & Option Awards ($)(1)
				Threshold ($)				Target ($)(2)				Maximum ($)
Guy Sella									611,000
		01/02/2018																			65,436				38.05				1,365,373
		01/02/2018															38,107												1,449,971
Ronen Faier									234,000
		01/02/2018																			19,721				38.05				408,782
		01/02/2018															11,484												436,966
Zvi Lando									234,000
		01/02/2018																			19,721				38.05				408,782
		01/02/2018															11,484												436,966
Yoav Galin									215,000
		01/02/2018																			19,721				38.05				408,782
		01/02/2018															11,484												436,966
Rachel Prishkolnik									193,000
		01/02/2018																			11,913				38.05				246,936
		01/02/2018															8,800												335,981
		10/07/2018															5,034												191,191

(1)

The amounts in this column represent the aggregate grant date fair value of the equity based awards granted to our NEOs, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these equity based awards in Note 2u to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 28, 2019.22, 2022. There can be no assurance that these awards will vest or will be exercised (in which case no value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value.

(2)

(4)

The amounts for the PSUs were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. For these amounts, see the Grants of Plan-Based Awards table later in this proxy statement. Assuming attainment of the maximum level of performance, the values of the PSUs as of the grant date would be equal to $3,003,368 for Mr. Lando, $727,746 for Mr. Faier and Mr. Bechor, and $545,810 for Ms. Prishkolnik and Mr. Galin.

(5)

Represents the cash bonuses earned pursuant to our annual cash incentive program. For more information, see the discussion in the CD&A under the caption Annual Cash Incentive Compensation.

(6)

Includes mainly the contribution by the Company to severance funds, pension funds and Israeli recreational funds and a recuperation allowance.

 

2021 Grants of Plan-Based Awards

Name	Equity Award Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock & Option Awards ($)(3)
		Threshold ($)	Target ($)(1)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Zivi Lando			962,000
	01/05/21								6,700	311.35	1,130,335
	01/05/21							8,832			2,798,066
	04/01/21				2,649	5,299	10,598				1,501,684
Ronen Faier			343,333
	01/05/21								2,436	311.35	410,970
	01/05/21							3,854			1,220,986
	04/01/21				642	1,284	2,568				363,873
Rachel Prishkolnik			290,000
	01/05/21								1,827	311.35	308,227
	01/05/21							2,890			915,581
	04/01/21				481	963	1,926				272,905
Yoav Galin			290,000
	01/05/21								1,827	311.35	308,227
	01/05/21							2,890			915,581
	04/01/21				481	963	1,926				272,905
Uri Bechor			333,333
	01/05/21								2,436	311.35	410,970
	01/05/21							3,854			1,220,986
	04/01/21				642	1,284	2,568				363,873

(1)

The Non-Equity Incentive Plan does not include any thresholds or a maximum cap for the Non-Equity Awards.Incentive Awards; provided, however, that the Named Executive Officers would not be entitled to any payment if the Financial Goals under the plan were not achieved at 70% of target and a positive net income had not been achieved.

(2)

These amounts reflect the PSUs granted to the NEOs in 2021, which were eligible to vest between 0% and 200% of the number of shares shown in the “Target” sub-column based on attainment of Non-GAAP diluted EPS goals for 2021. The amount eligible to vest based on achivement of such goal is then subject to an additional three-year vesting period thereafter. The amounts in the “Threshold” sub-column refer to the minimum amount of shares that will vest for a certain level of performance under the plan. The amounts in the “Target” sub-column refers to the amount of shares that will vest if the specified performance target is reached. The amounts in the “Maximum” sub-column refers to the possible maximum amount of shares that will vest under the plan.

(3)

The amounts in this column represent the aggregate grant date fair value of the equity-based awards granted to our NEOs, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these equity-based awards in Note 2aa to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 22, 2022. There can be no assurance that these awards will vest or will be exercised (in which case no value will be realized by the individual), or that the value upon exercise will approximate the aggregate grant date fair value.

 

32

---

Executive Compensation Table Narrative

Employment Agreements

We or SolarEdge Technologies, Ltd., our Israeli subsidiary, are party to the following employment agreements: (1) an employment agreement with Mr. Sella,Lando effective as of September 1, 2007,May 17, 2009, pursuant to which he serveswas appointed to serve as our (and SolarEdge Technologies Ltd.’s) Chief Executive Officer and Chairman’s Global Vice President of Sales. Beginning August 26, 2019, Mr. Lando was appointed as CEO of the Board,Company and the Compensation Committee approved an increase in his base salary but no other amendments were made to his Employment Agreement; (2) an employment agreement with Mr. Faier, effective as of December 1, 2010, pursuant to which he serves as SolarEdge Technologies Ltd.’s Chief Financial Officer,Officer; (3) an employment agreement with Mr. LandoMs. Prishkolnik, effective as of May 17, 2009,November 1, 2010, pursuant to which heshe serves as SolarEdge Technologies Ltd.’s Global Vice President of Sales,our VP General Counsel and Corporate Secretary; (4) an employment agreement with Mr. Galin effective as of June 1, 2006 pursuant to which he serves as our Vice President, Research and Development; and (5) an employment agreement with Ms. Prishkolnik,Mr. Bechor effective Novemberas of September 1, 2010,2019, pursuant to which shehe serves as our VP General Counsel and Corporate Secretary.

Chief Operating Officer.

Each of these employment agreements provideprovides for employment of the NEO on an “at-will” basis. In all cases, either party may terminate the agreement by providing 60 or 90 days prior written notice other than Mr. Bechor’s employment agreement that entitles him to 180 days prior written notice, provided, however, that we may terminate the agreements immediately and without prior notice and make a payment in lieu of advance notice, in accordance with applicable law. In addition, we may also terminate the agreements immediately upon written notice in the event of “cause” (as defined therein) which may include a conviction of a crime of moral turpitude, a material breach of fiduciary duties towards the company or its parent company, engagement in competing activities, or a material breach of confidentiality and non-disclosure obligations towards the company or its parent company; a material breach of the employment agreement or other circumstances under which severance pay may be denied from such employee under the applicable Israeli law.

The agreements provide for a base salary, vacation, sick leave, payments to a pension and severance fund as well as an Israeli recreational fund and recuperation pay in accordance with Israeli law. Pursuant to the agreements, we have effected a manager’s insurance policy for each NEO pursuant to which we make contributions on behalf of each NEO as well as the required statutory deductions from salary and any other amounts payable under the agreements on behalf of each NEO to the relevant authorities in accordance with Israeli law. For all NEOs, we contribute 8.33% of each NEOsNEO’s base salary toward the policy for the severance pay component, 5%6.5% for the savings and risk component, (or 6% in the case of a pension fund, with such amount to be allocated to a provident fund or pension plan), 7.5% for the educational fund component, up to approximately $4,000 per year and up to 2.5% for disability insurance. In all cases we deduct 5% of each NEO’s base salary to be paid on behalf of the NEO toward the policy (or 5.5%, in the event an NEO chooses to allocate his payments to a pension plan) and 2.5% for the educational fund component.

On February 5, 2016, Amendment no. 12 of the Supervision of Financial Services (Provident Funds) Law, 5765-2005 and the corresponding Integrated Extension Order For Compulsory Pension came into effect pursuant to which as of July 1, 2016 employee and employer contribution rates for pension and manager’s insurance funds increased for all of our employees including our NEOs. As of July 1, 2016, Employee pension fund contributions increased to 5.75% and employer pension fund contributions increased to 6.25% and as of January 1, 2017, employee pension fund contributions increased to 6.00% and employer pension fund contributions increased to 6.50%.

In the event that an employee has a manager’s insurance fund the employer shall be required to allocate a portion of its contributions to purchase disability insurance to insure 75% of an employee’s salary which allocation shall not decrease the severance component of the employer’s contributions below 5% or increase total employer contributions above 7.5%. In all cases we deduct 6% of each NEO’s base salary to be paid on behalf of the NEO toward the policy and 2.5% for the educational fund component.

 

33

---

Outstanding Equity Awards at December 31, 2018

2021

The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2018,2021, including the applicable vesting dates.

		Option Awards															Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price ($)				Option Expiration Date			Number of Shares or Units of Stock that have not Vested				Market Value of Shares or Units of Stock that have not Vested ($)*
Guy Sella			12,499				—			$	5.01			October 29, 2024				—				—
			564,754				—			$	5.01			December 22, 2024				—				—
			39,000				9,000	(1)		$	25.09			August 19, 2025				—				—
			30,832				23,981	(2)		$	17.14			August 23, 2026				—				—
			55,215				70,992	(3)		$	14.85			February 14, 2027				—				—
			12,269				53,167	(4)		$	38.05			January 2, 2028				—				—
			—				—				—			—				6,750	(5)		$	236,925
			—				—				—			—				12,763	(6)		$	447,981
			—				—				—			—				38,396	(7)		$	1,347,700
			—				—				—			—				30,962	(8)		$	1,086,766
Ronen Faier			58,333				—			$	5.01			October 29, 2024				—				—
			15,600				3,600	(1)		$	25.09			August 19, 2025				—				—
			10,003				7,781	(2)		$	17.14			August 23, 2026				—				—
			17,914				23,034	(3)		$	14.85			February 14, 2027				—				—
			3,697				16,024	(4)		$	38.05			January 2, 2028				—				—
			—				—				—			—				2,700	(5)		$	94,770
			—				—				—			—				4,141	(6)		$	145,349
			—				—				—			—				12,458	(7)		$	437,276
			—				—				—			—				9,331	(8)		$	327,518
Zvi Lando			11,666				—			$	2.01			January 25, 2021				—				—
			68,333				—			$	2.46			January 26, 2022				—				—
			66,667				—			$	5.01			October 29, 2024				—				—
			3,600				3,600	(1)		$	25.09			August 19, 2025				—				—
			10,003				7,781	(2)		$	17.14			August 23, 2026				—				—
			17,914				23,034	(3)		$	14.85			February 14, 2027				—				—
			3,697				16,024	(4)		$	38.05			January 2, 2028				—				—
			—				—				—			—				2,700	(5)		$	94,770
			—				—				—			—				4,141	(6)		$	145,349
			—				—				—			—				12,458	(7)		$	437,276
			—				—				—			—				9,331	(8)		$	327,518
Yoav Galin			12,499				—			$	5.01			October 29, 2024				—				—
			4,800				3,600	(1)		$	25.09			August 19, 2025				—				—
			10,003				7,781	(2)		$	17.14			August 23, 2026				—				—
			17,914				23,034	(3)		$	14.85			February 14, 2027				—				—
			3,697				16,024	(4)		$	38.05			January 2, 2028				—				—
			—				—				—			—				2,700	(5)		$	94,770
			—				—				—			—				4,141	(6)		$	145,349
			—				—				—			—				12,458	(7)		$	437,276
			—				—				—			—				9,331	(8)		$	327,518
Rachel Prishkolnik			6,250				—			$	5.01			October 29, 2024				—				—
			2,800				2,100	(1)		$	25.09			August 19, 2025				—				—
			5,827				4,533	(2)		$	17.14			August 23, 2026				—				—
			10,435				13,418	(3)		$	14.85			February 14, 2027				—				—
			2,233				9,680	(4)		$	38.05			January 2, 2028				—				—
			—				—				—			—				1,576	(5)		$	55,318
			—				—				—			—				2,412	(6)		$	84,661
			—				—				—			—				7,257	(7)		$	254,721
			—				—				—			—				7,175	(8)		$	251,843
			—				—				—			—				5,034	(9)		$	176,693

	Option Awards					Stock Awards
	Number of	Number of
	Securities	Securities				Number of Shares	Market Value of
Name	Underlying	Underlying	Option Exercise	Option Expiration		or Units of Stock	Shares or Units of
	Unexercised	Unexercised	Price ($)	Date		that have not	Stock that have not
	Options	Options				Vested	Vested ($)*
	Exercisable	Unexercisable
	2,223	—	$17.14	August 23, 2026		—	—
	10,237	—	$14.85	February 14, 2027		—	—
	9,861	1,233 (1)	$38.05	January 2, 2028		—	—
	27,665	8,646 (2)	$36.15	January 2, 2029		—	—
	19,011	10,694 (3)	$101.81	January 2, 2030		—	—
Zvi Lando	6,700	5,444 (4)	$311.35	January 5, 2031		—	—
	—	—	—	—		718 (5)	$201,449
	—	—	—	—		4,755 (6)	$1,334,110
	—	—	—	—		10,939 (7)	$3,069,155
	—	—	—	—		7,176 (8)	$2,013,370
	—	—	—	—		5,339 (9)	$1,497,963
	5,119	—	$14.85	February 14, 2027		—	—
	7,396	1,233 (1)	$38.05	January 2, 2028		—	—
	27,665	8,646 (2)	$36.15	January 2, 2029		—	—
	7,667	4,313 (3)	$101.81	January 2, 2030		—	—
Ronen Faier	2,436	1,980 (4)	$311.35	January 5, 2031		—	—
	—	—	—	—		718 (5)	$201,449
	—	—	—	—		4,755 (6)	$1,334,110
	—	—	—	—		4,413 (7)	$1,238,155
	—	—	—	—		3,132 (8)	$878,745
	—	—	—	—		1,294 (9)	$363,058
	1,491	—	$14.85	February 14, 2027		—	—
	745	745 (1)	$38.05	January 2, 2028		—	—
	6,878	6,878 (2)	$36.15	January 2, 2029		—	—
	6,102	3,433 (3)	$101.81	January 2, 2030		—	—
Rachel	1,827	1,485 (4)	$311.35	January 5, 2031		—	—
Prishkolnik	—	—	—	—		552 (5)	$154,875
	—	—	—	—		1,259 (10)	$353,238
	—	—	—	—		3,782 (6)	$1,061,116
	—	—	—	—		3,512 (7)	$985,362
	—	—	—	—		2,349 (8)	$659,059
	—	—	—	—		970 (9)	$272,153
	2,499	—	$5.01	October 29, 2024		—	—
	8,400	—	$25.09	August 19, 2025		—	—
	17,784	—	$17.14	August 23, 2026		—	—
	40,948	—	$14.85	February 14, 2027		—	—
	19,721	1,233 (1)	$38.05	January 2, 2028		—	—
	22,007	6,878 (2)	$36.15	January 2, 2029		—	—
Yoav Galin	6,102	3,433 (3)	$101.81	January 2, 2030		—	—
	1,827	1,485 (4)	$311.35	January 5, 2031		—	—
	—	—	—	—		718 (5)	$201,449
	—	—	—	—		3,782 (6)	$1,061,116
	—	—	—	—		3,512 (7)	$985,362
	—	—	—	—		2,349 (8)	$659,059
	—	—	—	—		970 (9)	$272,153
	6,102	3,433 (3)	$101.81	January 2, 2030		—	—
	2,436	1,980 (4)	$311.35	January 5, 2031		—	—
Uri Bechor	—	—	—	—		5,453 (11)	$1,529,948
	—	—	—	—		3,512 (7)	$985,362
	—	—	—	—		3,132 (8)	$878,745
	—	—	—	—		1,294 (9)	$363,058

*

The market value of shares or units of stock that have not vested is based on the number of shares or units of stock that have not vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2018 ($35.10)2021 ($280.57).

34

---

(1)

The shares subject to the stock option vest over a four‑year period commencing August 31, 2015, with 1/16 of the shares vesting quarterly thereafter.

(2)	The shares subject to the stock option vest over a four‑year period commencing August 31, 2016, with 1/16 of the shares vesting quarterly thereafter.

(3)	The shares subject to the stock option vest over a four‑year period commencing February 28, 2017, with 1/16 of the shares vesting quarterly thereafter.

(4)	The shares subject to the stock option vest over a four‑four year period commencing February 28, 2018 with 1/16 of the shares vesting quarterly thereafter.

(5)

(2)

The shares subject to the RSUstock option vest over a four-yearfour year period commencing on August 31, 2015,February 28, 2019 with 1/16 of the shares vesting quarterly thereafter.

(6)

(3)

The shares subject to the RSUstock option vest over a four-yearfour year period commencing on August 31, 2016,February 28, 2020 with 1/16 of the shares vesting quarterly thereafter.

(7)

(4)

The shares subject to the RSUstock option vest over a four-yearfour year period commencing on February 28, 2017,2021 with 1/16 of the shares vesting quarterly thereafter.

(8)

(5)

The shares subject to the RSU vest over a four-year period commencing on February 28, 2018, with 1/16 of the shares vesting quarterly thereafter.

(6)

The shares subject to the RSU vest over a four-year period commencing on February 28, 2019, with 1/16 of the shares vesting quarterly thereafter.

(7)

The shares subject to the RSU vest over a four-year period commencing on February 28, 2020, with 1/16 of the shares vesting quarterly thereafter

(8)

The shares subject to the RSU vest over a four-year period commencing on February 28, 2021, with 1/16 of the shares vesting quarterly thereafter.

(9)

The PSU is based on actual achievement of 101% of the PSU target for the performance period that ended on December 31, 2021. 25% of the earned PSU vested on April 1, 2022, and 1/12 of the shares vest quarterly thereafter over the subsequent three years.

(10)	The shares subject to the RSU vest over a four-year period commencing on November 30, 2018, with 1/16 of the shares vesting quarterly thereafter.
(11)	The shares subject to the RSU vest over a four-year period commencing on November 30, 2019, with 1/16 of the shares vesting quarterly thereafter.

Option Exercises and Stock Vested Table

The following table provides information regarding option exercises and stock vested during the year ended December 31, 20182021, for each NEO.

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise				Value Realized upon Exercise ($)(1)				Number of Shares Acquired on Vesting				Value Realized on Vesting ($)(2)
Guy Sella			416,666			$	19,351,225				40,503			$	1,947,615
Ronen Faier			70,000			$	2,752,541				13,656			$	656,804
Zvi Lando			72,000			$	3,543,415				13,656			$	656,804
Yoav Galin			59,967			$	2,010,596				13,656			$	656,804
Rachel Prishkolnik			12,550			$	485,797				8,360			$	401,867

(1) The value realized on exercise is calculated as the difference between (A) either (i) the actual sales price of the shares underlying the options exercised if the shares were immediately sold upon exercise or (ii) the closing price of the shares underlying options exercised if the shares were not immediately sold after exercise and (B) the applicable exercise price of the options.

(2)  The value realized on vesting is calculated by multiplying (A) the closing price of a common share on the vesting date and (B) the number of shares acquired on vesting before withholding taxes.

	Option Awards		Stock Awards
Name:	Number of Shares Acquired on Exercise	Value Realized upon Exercise ($)(1)	Number of Shares Acquired on Vesting	Value Realized on Vesting ($)(2)
Zivi Lando	-	-	14,577	$4,369,136
Ronen Faier	-	-	10,742	$3,218,943
Rachel Prishkolnik	18,107	$4,887,272	9,400	$2,817,299
Yoav Galin	10,000	$3,464,517	9,383	$2,811,373
Uri Bechor	-	-	5,008	$1,501,844

(1)

The value realized on exercise is calculated as the difference between (A) either (i) the actual sales price of the shares underlying the options exercised if the shares were immediately sold upon exercise or (ii) the closing price of the shares underlying options exercised if the shares were not immediately sold after exercise and (B) the applicable exercise price of the options.

(2)

The value realized on vesting is calculated by multiplying (A) the closing price of a common share on the vesting date and (B) the number of shares acquired on vesting before withholding taxes.

35

---

Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control

Severance

Pursuant to the terms of the employment agreements with the NEOs, as well as in accordance with Israeli law, upon a termination of the NEO’s employment, each NEO is entitled to the payments we have made on behalf of each NEO to the Manager’s Insurance Policy.

Equity Acceleration

Pursuant to the terms of their respective employment agreements, if within twelve months following the occurrence of a “change in control” an NEO is terminated without “cause” or if an NEO terminates his or her employment due to “justifiable reasons” (each such term as defined in the NEO’sNEOs employment agreements), the NEO will be entitled to full acceleration of any unvested shares of restricted stock or stock options held by him at the time of such termination.

Furthermore, in the event of a “Transaction” (as defined in our 2007 Global Incentive Plan (the “2007 Plan”)), all outstanding equity held by each NEO will accelerate to the extent such awards are not assumed or substituted by a successor corporation in connection with such transaction.

 

Potential Payments as of December 31, 2018

2021

The following tables show the value of the potential payments and benefits our named executive officers would receive in various scenarios involving a termination of their employment or a change in control or other qualifying corporate transaction, assuming a December 31, 20182021, triggering date and, where applicable, using a price per share for our common stock of $35.10$280.57 (the closing price of a share of our common stock as of the last trading day of the year ended December 31, 2018)2021)¹.

Name: Guy Sella		Termination upon Death of Employee				Termination for Cause				Voluntary Termination by Employee After Provision of Requisite Notice				Termination by Company After Provision of Requisite Notice				Termination w/o Cause or for Good Reason				Termination w/o Cause or for Good Reason within 12 months of Change in Control
Base Salary			-				-				143,076				143,076				143,076				143,076
Israeli Social Benefits			-				-				25,080				25,080				25,080				25,080
Unvested Options/RSUs (1)			-				-				627,565				627,565				627,565				5,077,749
Accrued Vacation Pay			425,223				425,223				425,223				425,223				425,223				425,223
TOTAL			425,223				425,223				1,220,944				1,220,944				1,220,944				5,671,128

	(1)	The value realized is based on the difference between the exercise price
Zivi Lando	Termination upon Death of the stock options and the closing price of our common stock on the last trading day of the Employee ($)	year ended December 31, 2018,Termination and, in the case of RSUs, the number of RSUs that would have vested multiplied for Cause ($)	Resignation by the closing price Employee or Termination without Cause by the Company ($)	Termination w/o Cause within 12 months of our common stock on the last trading day of the year ended December 31, 2018Change in Control ($).
Equity Grants Vesting (1)	-	-	-	12,439,991
Total	-	-	-	12,439,991

---

¹The potential payments detailed in the tables below are displayed in USD, whereas the Company pays its NEOs’ salaries in New Israeli Shekels (NIS), and therefore, actual payments may change due to exchange rate fluctuations.

36

---

Name: Ronen Faier		Termination upon Death of Employee				Termination for Cause				Voluntary Termination by Employee After Provision of Requisite Notice				Termination by Company After Provision of Requisite Notice				Termination w/o Cause or for Good Reason				Termination w/o Cause or for Good Reason within 12 months of Change in Control
Base Salary			-				-				54,629				54,629				54,629				54,629
Israeli Social Benefits			-				-				10,052				10,052				10,052				10,052
Unvested Options/RSUs (1)			-				-				209,973				209,973				209,973				1,647,134
Accrued Vacation Pay			97,687				97,687				97,687				97,687				97,687				97,687
TOTAL			97,687				97,687				372,341				372,341				372,341				1,809,502

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2018, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2018.

Name: Zvi Lando		Termination upon Death of Employee				Termination for Cause				Voluntary Termination by Employee After Provision of Requisite Notice				Termination by Company After Provision of Requisite Notice				Termination w/o Cause or for Good Reason				Termination w/o Cause within 12 months of Change in Control(2)
Base Salary			-				-				54,629				54,629				54,629				54,629
Israeli Social Benefits			-				-				10,421				10,421				10,421				10,421
Unvested Options/RSUs (1)			-				-				209,973				209,973				209,973				1,647,134
Accrued Vacation Pay			154,106				154,106				154,106				154,106				154,106				154,106
TOTAL			154,106				154,106				429,129				429,129				429,129				1,866,290

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2018, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2018.

Name: Yoav Galin		Termination upon Death of Employee				Termination for Cause				Voluntary Termination by Employee After Provision of Requisite Notice				Termination by Company After Provision of Requisite Notice				Termination w/o Cause or for Good Reason				Termination w/o Cause or for Good Reason within 12 months of Change in Control
Base Salary			-				-				75,440				75,440				75,440				75,440
Israeli Social Benefits			-				-				14,745				14,745				14,745				14,745
Unvested Options/RSUs (1)			-				-				209,973				209,973				209,973				1,647,134
Accrued Vacation Pay			322,544				322,544				322,544				322,544				322,544				322,544
TOTAL			322,544				322,544				622,702				622,702				622,702				2,059,863

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2018, and, in the case of RSUs, the number of RSUs that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2018.

37

---

Name: Rachel  Prishkolnik		Termination upon Death of Employee				Termination for Cause				Voluntary Termination by Employee After Provision of Requisite Notice				Termination by Company After Provision of Requisite Notice				Termination w/o Cause or for Good Reason				Termination w/o Cause or for Good Reason within 12 months of Change in Control
Base Salary			-				-				45,091				45,091				45,091				45,091
Israeli Social Benefits			-				-				8,983				8,983				8,983				8,983
Unvested Options/RSUs (1)			-				-				138,062				138,062				138,062				1,197,384
Accrued Vacation Pay			56,876				56,876				56,876				56,876				56,876				56,876
TOTAL			56,876				56,876				249,012				249,012				249,012				1,308,334

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2018,2021, and, in the case of RSUs and PSUs, the number of RSUsunits that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2018.2021.

 

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. For the year 2018, our compensation committee received a report from FW Cook which included a revision to the peer group and recommendations for slight modifications to the compensation of our directors. The table below reflects the compensation of our directors in effect in 2018, which was paid in four equal quarterly installments. Directors serving as chairs of committees do not receive additional compensation for serving as general members of the committees they chair.

Position		2018 Retainer ($)
Board MemberRonen Faier	Termination upon Death of Employee ($)	Termination for Cause ($)	50,000Resignation by the Employee or Termination without Cause by the Company ($)	Termination w/o Cause within 12 months of Change in Control ($)
Audit Committee ChairEquity Grants Vesting (1)	-	-	25,000-	7,198,792
Compensation Committee ChairTotal	-	-	17,500-
Nominating and Corporate Governance Committee Chair			10,000
Audit Committee Non-Chair Member			10,000
Compensation Committee Non-Chair Member			7,500
Nominating and Corporate Governance Committee Non-Chair Member			5,000	7,198,792

The modification reflected above for 2018 included an increase in the cash retainer by $10,000 for board members from $40,000 to $50,000, an increase in the Audit Committee chair retainer by $5,000 from $20,000 to $25,000 and an increase in the Compensation Committee chair retainer by $2,500 from $15,000 to $17,500, for an average $35,000 increase per director and a total program value increase from $ $167,750 to $202,750.

The equity awards for our non-employee directors in 2018 consisted of (i) an initial equity award in the form of restricted stock units, granted upon the individual’s initial appointment to our Board of Directors, with a grant date value of $150,000, and (ii) an annual equity award in the form of restricted stock units with a grant date value of $125,000 for 2018, subject to proration for directors whose commencement of Board service is in the midst of a particular year. The initial restricted stock unit awards vest in equal annual installments over three years and annual restricted stock unit awards vest in full after one year (or the balance of the year in which the award is granted, in the case of pro-rated annual awards), subject in each case to continued Board service through the applicable vesting date.

For the year 2019, our compensation committee received a report from FW Cook which included a revision to the peer group and recommendations for slight modifications to the compensation of our directors. The modifications adopted for the 2019 compensation of directors included an increase in the cash retainer by $5,000, from $50,000 to $55,000 for board members, an increase in the audit committee member retainer by $2,500, from $10,000 to $12,500 and an increase in the annual equity award by $30,000, from $125,000 to $155,000.

38

---

Our directors are reimbursed for travel, food, lodging, and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our by-laws. Our Board of Directors may revise the compensation arrangements for our directors from time to time.

The following table sets forth the total cash and equity compensation paid to our non‑employee directors for their service on our board of directors and committees of our board of directors during the year ended December 31, 2018.  Mr. Sella is not eligible to receive any additional compensation for serving on our board of directors. His compensation for serving as our Chief Executive Officer is disclosed in the “Summary Compensation Table” above.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				Total ($)
Dan Avida (2)			62,500				125,000				187,500
Yoni Cheifetz			-				125,000				125,000
Marcel Gani			82,500				125,000				207,500
Doron Inbar			67,500				125,000				192,500
Avery More			77,500				125,000				202,500
Tal Payne			60,000				125,000				185,000

——————

(1)

Represents the grant date fairThe value of 2,028 restricted stock units granted to each director on May 23, 2018, calculated in accordance with U.S. GAAP. All units will become fully vested on May 22, 2019. The grant date fair valuerealized is based on $61.65 per share,the difference between the exercise price of the stock options and the closing price of our sharecommon stock on the grant date. Aslast trading day of the year ended December 31, 2018, each director held 2,028 unvested restricted2021, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock units.on the last trading day of the year ended December 31, 2021.

 

Rachel Prishkolnik	Termination upon Death of Employee ($)	Termination for Cause ($)	Resignation by the Employee or Termination without Cause by the Company ($)	Termination w/o Cause within 12 months of Change in Control ($)
Equity Grants Vesting (1)	-	-	-	5,961,283
Total	-	-	-	5,961,283

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2021, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2021.

2018

Yoav Galin	Termination upon Death of Employee ($)	Termination for Cause ($)	Resignation by the Employee or Termination without Cause by the Company ($)	Termination w/o Cause within 12 months of Change in Control ($)
Equity Grants Vesting (1)	-	-	-	5,772,970
Total				5,772,970

(1)

The valueealized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2021, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2021.

Uri Bechor	Termination upon Death of Employee ($)	Termination for Cause ($)	Resignation by the Employee or Termination without Cause by the Company ($)	Termination w/o Cause within 12 months of Change in Control ($)
Equity Grants Vesting (1)(2)	-	-	-	4,370,796
Total	-	-	-	4,370,796

(1)

The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2021, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2021.

2021 CEO Pay Ratio

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the annual total compensation of our median employee, the annual total compensation of our Chairman and CEO, Mr. Guy Sella,Zvi Lando, and the ratio of these two amounts. The 20182021 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2018,2021, other than Mr. Sella,Lando, was $86,318.$78,132. Mr. Sella’s 2018Lando’s 2021 annual total compensation was $4,178,181,$7,361,336 and the ratio of these two amounts was 48.494.2 to 1. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below.

To identify the “median employee,” we utilized the 20182021 base salary earned during the year and target annual cash incentive for the 20182021 performance year, which we annualized for any permanent employee who did not work for the entire year.

Earnings of our employees outside the U.S. were converted to U.S. dollars using annual average currency exchange rates.

Using the measure described above, we identified a “median employee” who is a full-time employee located in Israel and calculated the median employee’s annual total compensation for our pay ratio in accordance with applicable SEC rules for calculating Summary Compensation Table compensation.

SolarEdge is a global company, with operations worldwide and with its executive officers and a majority of its employees located in Israel, the country in which our headquarters office is located. Because the SEC rules for identifying our median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have headquarterheadquarters offices in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

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. For the year 2021, our Compensation Committee received a report from its independent consultants, which included a revision to the peer group and recommendations for modifications to the compensation of our directors. The compensation committee considered the independent consultants’ recommendations and revised the non-employee directors’ compensation as follows for 2021: for each Board member the cash retainer was increased by $15,000 from $55,000 to $70,000, the annual equity award was increased by $15,000 from $155,000 to $170,000 and the supplemental Board Chair cash retainer was increased by $15,000 from $60,000 to $75,000 The table below reflects the compensation of our directors in effect in 2021, which was paid in quarterly or semi-annual installments Directors serving as chairs of committees do not receive additional compensation for serving as general members of the committees they chair.

	Annual Retainer
Position	Effective January 1, 2021
	($)
Chairman of the Board	75,000
Board Member	70,000
Audit Committee Chair	32,500
Compensation Committee Chair	22,500
Nominating and Corporate Governance Committee Chair	15,000
Audit Committee Non-Chair Member	12,500
Compensation Committee Non-Chair Member	7,500
Nominating and Corporate Governance Committee Non-Chair Member	5,000

The equity award program for our non-employee directors in 2021 consisted of 

(i) an initial equity award in the form of restricted stock units, granted upon the individual’s initial appointment to our Board of Directors, as applicable, with a grant date value of $150,000, and(ii) an annual equity award in the form of restricted stock units with a grant date value of $170,000 , subject to proration for directors whose commencement of Board service is not on the date of the annual stockholder meeting. The initial restricted stock unit awards vest in equal annual installments over three years and the annual RSUs vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the Company’s next regular Annual General Meeting of Stockholders, subject to continued board service through the applicable vesting date. 

Our directors are reimbursed for travel, food, lodging, and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our by-laws. Our Board of Directors may revise the compensation arrangements for our directors from time to time.

 

The following table sets forth the total cash and equity compensation paid to our non-employee directors for their service on our board of directors and committees of our board of directors during the year ended December 31, 2021. Mr. Lando is not eligible to receive any additional compensation for serving on our board of directors. His compensation for serving as the Company’s Chief Executive Officer is disclosed in the “Summary Compensation Table” above.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
Nadav Zafrir	154,375	170,000 (1)	324,375
Yoni Cheifetz (2)	-	170,000 (1)	170,000
Marcel Gani	102,500	170,000 (1)	272,500
Doron Inbar	90,000	170,000 (1)	260,000
Avery More	106,250	170,000 (1)	276,250
Tal Payne	82,500	170,000 (1)	252,500
Betsy Atkiins	44,583	320,000 (1)(3)	364,583

(1)

Represents the grant date fair value of 684 restricted stock units granted to each director on June 1, 2021, calculated in accordance with U.S. GAAP and, for Ms. Atkins, the value of 604 additional restricted stock units ($150,000) granted on June 1, 2021, calculated in accordance with U.S. GAAP. All units will become fully vested on May 31, 2022 except for the additional 604 units granted to Ms. Atkins, which vest in equal annual installments over three years. The grant date fair value is based on $248.47 per share, the closing price of our share on the grant date subject to continued service through such date. As of December 31, 2021, each director held 684 unvested restricted stock units except for Mr. Zafrir who held 1,275 unvested restricted stock units and Ms. Betsy Atkins who held 1,288 unvested restricted stock units.

(2)

Mr. Cheifetz has waived his right to receive cash fees.

(3)

Includes Ms. Atkins initial equity award and annual equity award

 

39

---

 TRANSACTIONS WITH RELATED PERSONS

Transactions with Related Persons

Review, Approval, or Ratification of Transactions with Related Persons

The audit committeeAudit Committee of our Board of Directors has primary responsibility for reviewing and approving transactions with related persons. Our audit committeeAudit Committee charter provides that the audit committeeAudit Committee shall review and approve in advance any related person transactions.

We adopted a formal written policy providing that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our voting stock, any member of the immediate family of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related person transaction with us without the consent of our audit committee,Audit Committee, subject to the exceptions described below. In approving or rejecting any proposed “related person” transaction, our audit committeeAudit Committee considers the relevant facts and circumstances available and deemed relevant to our audit committee,Audit Committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Our audit committeeAudit Committee has determined that certain transactions will not require audit committeeAudit Committee approval, including certain employment arrangements of executive officers, director compensation, transactions with another company at which a related person’s only relationship is as a non-executive employee or beneficial owner of less than 5% of that company’s shares, and transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock and all holders of our common stock received the same benefit on a pro rata basis.

Fiscal Year ended December 31, 20182021 Transactions with Related Person

During

Since the beginning of the last fiscal year, ended December 31, 2018, we hadthere have been no, and there are no currently proposed transactions with aany “related person” that requiresrequire disclosure under Item 404 of Regulation S-K.

 

REPORT OF THE AUDIT COMMITTEE

Report Of The Audit Committee

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the SecuritiestheSecurities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The principal purpose of the Audit Committee is to represent and assist the Board of Directors in discharging its oversight responsibility relating to: (i) the accounting and financial reporting processes of the Company and its subsidiaries, including the audits of the Company’s financial statements and the integrity of the financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the outside auditor’s qualifications, independence and performance; and (iv) the design, implementation, and performance of the Company’s internal audit function. The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of the Company’s independent auditor. The Audit Committee’s function is more fully described in its charter and summarized starting on page 1122 of this Proxy Statement.

Our management is responsible for the preparation, presentation, and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use, and for establishing and maintaining adequate internal control over financial reporting. EY, our independent registered public accounting firm, was responsible for performing an independent audit of our consolidated financial statements included in our 20182021 Annual Report on Form 10-K for the year ended December 31, 2018,2021 and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

40

---

The Audit Committee has reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

2021.

The Audit Committee has also reviewed and discussed with EY the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018.2021. In addition, the Audit Committee discussed with EY those matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”). and the SEC. Additionally, EY provided to the Audit Committee, the written disclosures and the letter required by applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with EY its independence from the Company.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20182021 for filing with the SEC.

THE AUDIT COMMITTEE

Marcel Gani (Chairman)

Tal Payne

Avery More

Doron Inbar

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Section 16(a) of the Exchange Act and SEC rules require our directors, executive officers, and persons who own more than 10% of any class of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Based solely on our review of the reports filed during the year ended December 31, 2018 and on written representations from such reporting persons,2021, we determined that all required reports have been properly and timely filed other than one form 4 filing for Mr. Ronen Faier, five form 4 filings for Mr. Guy Sella, five form 4 filings for Mr. Meir Adest, three form 4 filings for Mr. Lior Handelsman, three form 4 filings for Mr. Zvi Lando, two form 4 filings for Ms. Rachel Prishkolnik, one form 4 filing for Mr. Yoav Galin and one form 4 filing for Mr. Avery More,the following Form 4s, due to administrative errors and due to the fact that the Company’s headquarters in Israel work Sundays through Thursdays.Thursdays: three for Mr. Avery More, , two for Mr. Marcel Gani, one for Ms. Tal Payne, two for Mr. Meir Adest, and one for Mr. Yoav Galin . The Company continues to take measures to ensure thatprevent these delays will not continue in the future.

 

STOCKHOLDER PROPOSALS

Stockholder Proposals for the 2022 Annual Meeting

Rule 14a-8 Proposals. Stockholder proposals for inclusion under Rule 14a-8 in the Company’s 20202023 proxy statement for the proxy relating to our 20202022 annual meeting of stockholders (the “2023 Annual Meeting”) must be received by the Company at the principal executive offices of the Company no later than the close of business on December 25, 2019. 29, 2022. Such proposals also must comply with the other rules of the Securities and Exchange Commission relating to Rule 14a-8 stockholders’ proposals, which (among other things) provide that to be eligible to submit a proposal, a stockholder must have continuously held at least $2,000 in market value, or 1%, of the Company’s securities entitled to vote on the proposal at the 2020 Annual Meeting, for at least one year by the date the proposal is submitted.proposals.

Advance Notice Proposals and Nominations. In addition, any stockholder seeking to bring business before the 20202023 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a director under the advance notice provisions of our Amended and Restated Bylaws (the “Bylaws”) must provide timely notice of such proposal of business or nomination to the Company’s Corporate Secretary. Specifically, written notice of any such proposed business or nomination must be received bydelivered to the Company’s Corporate Secretary at our principal executive offices no earlier than the close of business on February 6, 202020, 2023 and no later than the close of business March 7, 2020. 

22, 2023. In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Corporate Secretary of the Company no later than April 21, 2023.

In the event that the date of our 20202023 Annual Meeting is more than 30 days before or more than 30 days after the anniversary date of our 20192022 Annual Meeting of Stockholders, timely notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the 20202023 annual meeting and not later than the close of business on the later of the 90th day prior to the 20202023 annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company.

41

---

A stockholder’s notice to the Corporate Secretary of the Company must be in proper written form and must include the information and consents required by our Bylaws related to the stockholder giving the notice, the beneficial owner (if any) on whose behalf the nomination or proposal is made, and each person whom the stockholder proposes to nominate for election as a director, or the business desired to be brought before the meeting.

A copy of the full text of the Bylaw provisions discussed above may be obtained by writing to the Corporate Secretary of the Company at 1 Hamada Street Herziliya Pituach, Israel, 4673335.

DIRECTORS’ ATTENDANCE AT ANNUAL STOCKHOLDER MEETINGS

Directors’ Attendance At Annual Stockholder Meetings

The Company encourages members of its Board to attend its annual stockholder meetings. TwoFive members of the Company’s Board attended the Company’s 20182021 annual stockholder meeting.

OTHER BUSINESS

Other Business

The Board does not presently intend to bring any other business before the Annual Meeting, and so far as is known to the Board, no matters are to be brought before the Annual Meeting except as specified in the Notice of the Annual Meeting. As to any business that may properly come before the Annual Meeting, however, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

Whether or not you expect to attend the meeting, please vote by telephone or via the Internet or by completing, dating, signing, and promptly returning the proxy card if you request and receive (or requested and received) a form of proxy, so that your shares may be represented at the meeting.

Directions to the Annual Meeting can be obtained by contancting our Investor Relations department at investors@solaredge.com.

WHERE YOU CAN FIND MORE INFORMATION

Where You Can Find More Information

The Company files annual, quarterly, and current reports, proxy statements, and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

We make available free of charge on or through our Internet website,http://investors.solaredge.com, our reports and other information filed with or furnished to the SEC and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website, www.sec.gov, also contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC.

WE WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018 AND FOR THE YEAR ENDED DECEMER 31, 2017,2021, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE SEC PURSUANT TO RULE 13A-1. STOCKHOLDERS SHOULD DIRECT SUCH REQUESTS TO THE COMPANY’S SECRETARY AT SOLAREDGE TECHNOLOGIES, INC., 1 HAMADA STREET, HERZILIYA PITUACH 4673335, ISRAEL, OR BY EMAIL AT INVESTORS@SOLAREDGE.COM.INVESTORS@SOLAREDGE.COM.

 

APPENDIX A 

Reconciliation of GAAP Net Income and Diluted EPS to NON-GAAP Net Income and Diluted EPS

U.S. dollars in thousands (except share and per share data)

	Reconciliation of GAAP to Non-GAAP
	Net income Year ended
	December 31, 2021		December 31, 2020
Net income (GAAP)	169,170		140,322
Revenues from finance component	(418)		----
Cost of product adjustment	----		313
Stock-based compensation	102,593		67,309
Amortization and depreciation of acquired assets	10,812		11,777
Loss (gain) from assets sale and disposal	(117)		1,207
Other operating (income) expenses	1,350		(3,429)
Notes due 2025	2,903		3,185
Non cash interest	5,771		4,887
Unrealized gains (losses)	(541)		----
Currency fluctuation related to lease standard	2,007		2,274
Uncertain tax positions	(9,007)		----
Deferred taxes	(11,639)		(3,434)
Net income (Non-GAAP)	272,884		224,411

	Reconciliation of GAAP to Non-GAAP
	Net diluted earnings per share
	December 31, 2021		December 31, 2020
Net diluted earnings per share (GAAP)	3.06		2.66
Revenues from finance component	(0.01)		----
Cost of product adjustment	----		----
Stock-based compensation	1.77		1.20
Amortization and depreciation of acquired assets	0.19		0.21
Loss (gain) from assets sale and disposal	----		0.03
Other operating (income) expenses	0.02		(0.07)
Notes due 2025	0.02		0.02
Non cash interest	0.10		0.08
Unrealized gains (losses)	(0.01)		----
Currency fluctuation related to lease standard	0.03		0.05
Uncertain tax positions	(0.16)		----
Deferred taxes	(0.20)		(0.07)
Net diluted earnings per share (Non-GAAP)	4.81		4.11

 

 

42

---

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 05, 2019

SOLAREDGE TECHNOLOGIES, INC.		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: April 11, 2019
		Date: June 05, 2019                 Time: 9:00 AM EDT mtgtime Location:    Office of Gibson, Dunn & Crutcher LLP                      200 Park Avenue                       New York, NY 10166
SOLAREDGE TECHNOLOGIES, INC. 1 HAMADA ST. HERZLIYA PITUACH 4673335 ISRAEL		You are receiving this communication because you hold shares in the above named company.
		This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
		We encourage you to access and review all of the important information contained in the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.

---

- Before You Vote -

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. 2019 Notice and Proxy Statement              2. Annual Report on Form 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow →   (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:            www.proxyvote.com

2) BY TELEPHONE:        1-800-579-1639

3) BY E-MAIL*:                sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow →  (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 22, 2019 to facilitate timely delivery.

- How To Vote -

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow →  available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

---

Voting items

The Board of Directors recommends you vote FOR each of the following nominees:

1.     Election of Directors:

 Nominees

1A    Dan Avid

1B    Yoni Cheifetz

1C    Doron Inbar

The Board of Directors recommends you vote FOR proposals 2 and 3.

2.	Ratification of appointment of EY as independent registered public accounting firm for the year ending December 31, 2019.

3.	Approval of an advisory and non-binding basis, the compensation of our named executive officers (the "Say-on-Pay Proposal").

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

---

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The 2019 Notice and Proxy Statement, Annual Report on Form 10-K are available at www.proxyvote.com

---

SOLAREDGE TECHNOLOGIES, INC.

Hamada 1,

Herzliya Pituach, Israel

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Ronen Faier and Rachel Prishkolnik, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally  present and acting at the Annual Meeting of Shareholders of SolarEdge Technologies, Inc., to be held at the offices of Gibson, Dunn & Crutcher at 200 Park Avenue, New York, New York 10166, on June 5, 2019, and at any adjournments or postponements thereof.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy, when properly executed, will be voted in accordance with the Board of Directors' recommendations.

Address change/comments:

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

 (Continued and to be signed on reverse side.)

---

SOLAREDGE TECHNOLOGIES, INC. 1 HAMADA ST. HERZLIYA PITUACH 4673335 ISRAEL

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. (ET)p.m. Eastern Time on June 4, 2019 the day before the meeting date.19, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. (ET)p.m. Eastern Time on June 4, 2019 the day before the meeting date.19, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. HOW TO ACCESS PROXY MATERIALS ELECTRONICALLY OR SIGN UP FOR ELECTRONIC DELIVERY AND DONATE TO CONSERVATION INTERNATIONAL IN ONLY THREE EASY STEPS: 1. Go to www.proxyvote.com 2. Type in the 16-digit control number included on your enclosed voting card (in the box marked by the arrow) and click ‘Get Started’  3. On the upper right side, click on ‘Delivery Settings’ Proxy materials and other stockholder communications will be sent to the email address provided. E-delivery will begin with the next communication. Your enrollment will remain in effect as long as you are a stockholder and your email account is active or until you choose to cancel.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	D81063-P73001	KEEP THIS PORTION FOR YOUR RECORDS
	THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.	DETACH AND RETURN THIS PORTION ONLY

---

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

---

SOLAREDGE TECHNOLOGIES, INC.

Company Proposals

The Board of Directors recommends you vote FOR each of the following nominees:

1.

Election of Directors:

Nominees

For

Against

Abstain

1A

Dan Avida

☐ 1.

☐ Election of Directors

☐

1B

Yoni Cheifetz

☐

☐

☐

Nominees:

For

Against

Abstain

1a.      Betsy Atkins

☐

☐

☐

1b.      Dirk Hoke

☐

☐

☐

The Board of Directors recommends you vote FOR Proposals 2 and 3:

For

Against

Abstain

2.

Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2022.

☐

☐

☐

3.

Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay Proposal”).

☐

☐

☐

NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.

1C

Doron Inbar

☐

☐

☐

The Board of Directors recommends you vote FOR proposals 2 and 3.

For

Against

Abstain

2.

Ratification of appointment of EY as independent registered public accounting firm for the year ending December 31, 2019.

☐

☐

☐

3.

Approval of an advisory and non-binding basis, the compensation of our named executive officers (the "Say-on-Pay Proposal").

☐

☐

☐

For address change/comments, mark here. (see reverse for instructions)

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be held on June 20, 2022:
The 2022 Notice and Proxy Statement and 2021 Annual Report on Form 10-K
are available at www.proxyvote.com.

D81064-P73001

	SOLAREDGE TECHNOLOGIES, INC. Hamada 1 Herzliya Pituach, Israel Annual Meeting of Shareholders June 20, 2022, 9:00 a.m. PDT THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Zvi Lando and Rachel Prishkolnik, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders of SolarEdge Technologies, Inc., to be held at 700 Tasman Dr, Milpitas, CA 95035, and at any adjournments or postponements thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof (including, if applicable, on any matter which the Board of Directors did not know would be presented at the Annual Meeting of Shareholders by a reasonable time before the proxy solicitation was made or for the election of a person to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy, when properly executed, will be voted in accordance with the Board of Directors’ recommendations. (Continued and to be signed on reverse side.)

---