| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
26, 2024inIn Its Charter)☒☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 
[●], 2023
To Our Stockholders
2022
 | • | Surpassing 125 million power optimizers and 5.6 million inverters shipped ever |
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Commitment to Best Governance Practices -
In response to stockholder feedback and as part of our ongoing commitment to best governance practices, our Board of Directors declared advisable, approved and is askingat last year’s Annual Meeting, our stockholders to approve at this Annual Meeting,approved amendments to our certificate of incorporation to declassify the Board starting with this Annual Meeting and remove supermajority voting provisions related to stockholder approval of bylaw-any bylaw amendments and certain provisions of our certificate of incorporation-related amendments.incorporation. This proposal is commensuratechange brings our governance practices in line with companies of our size and stature and is responsive to stockholder input.
Continued Commitment to Sustainability -
In 2022,2023, we made significant progress in our Environmental, Social and Governance (ESG) practices and disclosure. We published our fourthfifth annual sustainability report, in accordance withreference to GRI (Global Reporting Initiative) and in reference to SASB (Sustainability Accounting Standards Board). standards. The report discloses our progress toward various sustainability targets and expanded on our 2025 sustainability targets. Weefforts in fields such as energy and water use efficiency, employee development, community outreach and others. Our ESG practices have made stridesreceived growing external recognition, with high scores in sustainable procurement, auditingseveral well-known rankings (which are posted on our website), including our recent inclusion in the responsible practices of our major contract manufacturers and key raw material suppliers, and are implementing a supplier code of conduct for growing parts of our supply chain.
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We are committed to providing equal employment opportunities, including making significant efforts to enhance gender equality and inclusiveness in our global workforce and to overcome the existing challenges of gender inequality in the tech sector.
As a resultpart of this commitment, we maintained partnerships with NGOs to enhance our pool of female candidates for tech roles and encouraged more women to take up tech-related careers.
geographical regions within SolarEdge.
We look forward to speaking with you at the meeting.
  | We look forward to speaking with you at the meeting. Sincerely,   Zvi Lando Chief Executive Officer and Member of the Board of Directors |
Herziliya, Israel
Of Stockholders
To Our Stockholders:Stockholders:
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26, 2024.noticeNotice for how to vote in advance of and participate in the Annual Meeting. For 10 days before the meeting, the list of stockholders entitled to vote at the Annual Meeting shall be available for examination by stockholders at the principal place of business of the Company at 1 HamadaHaMada St., Herzliya, Israel.21, 2023.
April ___, 20231, 2023:5, 2024: This Notice of Annual Meeting, this Proxy Statement and our 20222023 Annual Report are available on the Internet at www.proxyvote.com.
| Item | Proposal | Board Voting Recommendation | Page Reference | ||
| 1 | Election of each of the three director nominees named in the Proxy Statement as Class III directors: |  For Each Nominee | 5 | ||
| Nominees | |||||
| 1a. Zvi Lando | |||||
| 1b. Avery More | |||||
| 1c. Nadav Zafrir | |||||
| 2 | Ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as the Company’s independent registered public accounting firm for the year ending December 31, 2024 | For | 32 | ||
| 3 | Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). | For | 34 | ||
Recommendation | Reference | ||
|  For Each Nominee | ||
 For | |||
| For | |||
| Every Year | |||
| For | |||
| For | |||
| For |
*Please see Appendix A to this proxy statement for a reconciliation of non-GAAP measures to the nearest GAAP measure.
In 2022, the Company achieved record revenues overall and from our solar segment, as well as record operating and net income on a GAAP basis, while continuing to invest in its short and long-term growth strategies. The Company experienced healthy demand for our solar products in 2022 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.
How Our Compensation Program Supports Our Business Strategy
This year
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Election Of Directors
The Class II directorsare standing for reelectionre-election at this Annual Meeting are Ms. Tal Payne and Mr. Marcel Gani. Theto serve for a term of one year expiring at the next succeeding Annual Meeting of Stockholders, (ii) the Class III and Class I directors will stand for reelection or election, as applicable, at the 2024 and 2025 annual meetingsmeeting of stockholders, respectively. At this Annual Meeting, we are seeking stockholder approval to declassify our board of directors and phase-in annual election of all of our directors, such that if Proposal No. 5 is approved by our stockholders, we will begin phasing in annual elections starting with the 2024 Annual Meeting of Stockholders, and(iii) all of our directors will be standingstand for annual elections startingelection or re-election, as applicable, at the 2026 Annual Meeting of Stockholders to serve for a term of one year expiring at the next succeeding Annual Meeting of Stockholders. Beginning with the 2026 Annual Meeting of Stockholders, as described under “Proposal No. 5” below.
Of the nomineesdeclassification of our Board of Directors will be complete, and all directors will be subject to annual election for election to Class II, both Ms. Payne and Mr. Gani are currently directors of the Company with Ms. Payne serving as a member of the Audit Committee, and Mr. Gani serving as Chairperson of the Audit Committee. one-year terms.
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Zvi Lando | Committees: None Other Current Public Boards: None | |
 Director Since: 2020 Age: 59 | Mr. Lando 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 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. 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 deposition. Mr. Lando’s historical knowledge of our company and his experience at other technology companies provides a valuable perspective to our Board. | |
Avery as Class II Directors |
| Committees: Compensation Committee (Chairperson), Technology Committee (Chairperson) Other Current Public Boards:None | |
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 Director Since: 2006 Age: | Mr.
Mr. Mr. More’s historical knowledge of our company and his experience as a director of other | |
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Zafrir |
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Nominating and Corporate Governance Committee Member, Technology Committee Member
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| Mr. Zafrir joined our Board of Directors in 2019 and serves as the Chairperson. 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, 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. | |
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| Dirk Carsten Hoke | Committees:
Other Current Public Boards: | |
 2022 | Mr. 2022. Mr Hoke has a career that spans almost 30 years and five continents in various industries. Since 2022 Mr. 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 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 | |
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| Betsy Atkins | Committees: Nominating and Corporate Governance Committee (Chairperson), Technology Committee (Member), Compensation Committee (Member) Other Current Public Boards:Wynn Resorts Ltd., SL Green Realty Corp., and Enovix | |
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 Director Since: 2021 Age: |
| Ms. Atkins has served as a member of our Board of Directors since 2021. Ms. Atkins is a seasoned business-woman and serial entrepreneur with two decades of experience serving on some of the world’s most visible global public company boards. She served as the CEO of Baja Corporation, an independent venture capital firm focused on technology, renewable energy and life sciences, since 1994. She has previously served as CEO and Chairperson of SaaS company Clear Standards, Inc., an energy management and sustainability software company, a position she held between February and August 2009. She also served as CEO of Key Supercomputer, focused on seismic analytics, applying AI machine learning technology to pinpoint reserves using predictive and prescriptive analytics, between 2008 and 2010 and as CEO of NCI, Inc., a food manufacturer creating Nutraceutical and Functional Food products. In addition, Ms. Atkins is a highly acclaimed public company Board Director and author. 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. Ms. Atkins holds a degree in liberal arts from the University of Massachusetts, Magna Cum Laude. Ms. Atkins brings to the Board valuable business experience through her years of experience as a chief executive officer with technology and energy companies, her extensive experience in ESG, and her experience as a director of other public companies. |
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| Marcel Gani | Committees: (Chairperson) Other Current Public Boards: | |
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 Director Since: 2015 Age: | Mr.
Since 2009, Mr. Gani has served as an independent consultant to various start-up companies, and between November 2009 and June 2010 acted as chief executive officer for New Pax, a private company. 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
Mr. |
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| Tal Payne |  Audit Committee Member Other Current Public Boards: None | |
 Director Since: 2015 Age: |
| Ms. Payne has served as a Tal Payne brings over 15 years of financial management experience. She previously served as Chief Financial Officer at Check Point Software Technologies Ltd., a leading provider of cyber security solutions to governments and Ms. Payne served as Chief Financial Officer at She began her career as a 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. |
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| Dana Gross | Committees: Audit Committee Member Other Current Public Boards: Tower Semiconductors Ltd. and Playtika Holding Inc. | |
 Director Since: 2023 Age: 56 | Ms. Gross has served as a member of our Board of Directors since 2023. Ms. Gross brings over 25 years of strategic and financial expertise to the Board of Directors from technology companies ranging from fintech to AI. Ms. Gross is Head of Strategic Initiatives at Fiverr International Ltd., an online marketplace, since 2022. She previously served as Chief Operating Officer of Prospera Technologies, an AI Agtech company, between 2016 and 2021 and later as Chief Strategy Officer (CSO) at Prospera Technologies between 2021 and 2023. She has also previously held the role of Chief Financial Officer at eToro, a fintech company, and has served on the boards of such companies as M-Systems, AudioCodes, and Power Dsine. She was also a venture partner at one of Israel's leading venture capital fund, Viola Ventures. Ms. Gross has also held various executive management positions at M-Systems from 1992 to 2006, when it was ultimately acquired by SanDisk, and as CEO of Btendo, a start-up company that developed MEMS based PICO projection solutions, until it was acquired by ST Microelectronic in Ms. Gross brings valuable financial, strategic and | |
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Background
  | Leadership and Executive Experience in Public Companies We believe that directors who have significant practical experience, demonstrated business acumen and leadership, and high levels of accomplishment will possess the ability to exercise sound business judgment and to provide insight and practical wisdom to help us analyze, shape, and oversee the execution of important operational and policy issues while understanding the legal and regulatory demands required from a public company. |
  | Extensive Knowledge of the Company’s Business We design and manufacture both hardware and software technological solutions for the smart energy market while constantly developing and growing our business. Our director’s commitment to understanding the Company and its business, industry, and strategic objectives is significant for their contribution to our strategic planning and business discussions. |
  | High Level of Financial Expertise Accurate financial reporting, robust auditing and familiarity with new accounting principles and practices are important for us as a publicly traded company. We, therefore, seek to have a number of directors who qualify as Audit Committee financial experts. We further expect all of our directors to be financially knowledgeable in order to understand and advise on our financial reporting, internal control, and investment activities. |
  | Broad International Exposure We currently have a presence in 36 countries around the world. Our products have been installed in |
  | 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. |
  | 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. In addition, we believe that our employees satisfaction and engagement in what we do is integral to our ultimate success. We believe that experience in |
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|  |  |  |  |  |  |  | Tenure: 5.9 |
| Leadership and Executive Experience | Knowledge of the Company’s Business | Financial Expertise | Broad International Exposure | Innovation and Technology | Independence | Sustainability and Human Capital Expertise | Tenure | |
| Nadav Zafrir | ● | ● | ● | ● | ● | ● | 5 years | |
| Zvi Lando | ● | ● | ● | ● | ● | 4 years | ||
| Marcel Gani | ● | ● | ● | ● | ● | ● | 9 years | |
| Avery More | ● | ● | ● | ● | ● | ● | 18 years* | |
| Tal Payne | ● | ● | ● | ● | ● | ● | 9 years | |
| Betsy Atkins | ● | ● | ● | ● | ● | ● | 3 years | |
| Dirk Hoke | ● | ● | ● | ● | ● | ● | 2 years | |
| Dana Gross | ● | ● | ● | ● | ● | 1 year | ||
Board Composition (%) |  |  |  | |  | | | Average Tenure: 5.1 |
| 100% | 87.5% | 37.5% | 100% | 62.5% | 87.5% | 100% |
Board Diversity Matrix (as of April 21, 2023)2
| Total number of Directors | 8 | |||
| Gender Identity | Female | Male | Non-Binary | Did Not Disclose |
| Directors | 3 | 3 | 0 | 2 |
| Demographic Background | ||||
| African American or Black | ||||
| Alaskan Native or Native American | ||||
| Asian | 1 | |||
| Native Hawaiian or Pacific Islander | ||||
| Hispanic or Latinx | ||||
| White | 1 | 3 | ||
| Two or more Races or Ethnicities | 1 | |||
| LGBTQ+ | ||||
| Did not disclose demographic background | 2 | |||
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additional, heightened independence criteria applicable to such committee members under the Nasdaq rules.
| TheBoard believes that its current leadership structure serves well the objectives of the Board’s independent oversight of management, the ability of the Board to carry out its roles and responsibilities on behalf of the stockholders, and the Company’s overall corporate |
| TheBoard also believes that the current separation of the Chairperson and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and enables him to leverage the experience and perspectives of the Chairperson of the Board and the other experienced Board members. Among other things, the Chairperson helps guide the Company on strategy. The Board and the Nominating and Corporate Governance Committee periodically review the leadership structure and refreshment of the |
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ESG Strategy and Oversight
As part of the Board’s risk oversight, the Board receives quarterly reports on key ESG matters and progress of the Company’s attainment of its ESG goals. The Board has delegated the overall oversight for the Company’s sustainability performance, disclosure, strategies, goals and objectives as well as monitoring evolving sustainability risks and opportunities to the Company’s Nominating and Corporate Governance Committee. The Board has delegated the overall oversight for the Company’s human capital management, including with respect to matters such as diversity and inclusion to the Compensation Committee.
In 2021, the Board formally expanded the charter of the Nominating and Corporate Governance Committee to reflect its responsibility over the Company’s sustainability matters, and the Compensation Committee’s charter was expanded to include its responsibility over human capital management.
Oversight of Cybersecurity and Data Privacy Risks
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 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 Chairperson of the Board is a leading global expert on cyber security (see his full bio on page17) 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 cybersecurity 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.
Risk Oversight
ESG
Strategy and Oversight
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| • | Implementation of endpoint detection and response (EDR) technology, as well as partial operational technology (OT) security measures on some of our factories, to protect our on-premises systems. |
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| Overseeing the company’s strategies and policies related to human capital management, including with respect to matters such as diversity and |
Technology Committee Annual Retainer Effective of (i) an 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. vesting acceleration upon death or disability. Communications with the Board Our Sustainable Strategy(1) SEC filings. Carbon Footprint Analysis The all relevant regulations; and maintaining a healthy and ergonomic work environment. “Corporate Governance” tab. 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. contributions. In addition, we several global regions in recent years. website under the “Corporate Governance” tab. Proposal No. 2 2024 . advisory basis. The following table sets forth certain information regarding the beneficial ownership of our common stock as of April All directors and executive officers as a group (14 individuals) (13) Ronen Faier Company Named Executive Officers 2023 to the extent required by SEC rules. Compensation Objectives and Guiding Principles Determining Compensation Positioning Role of Compensation Committee and Management Role of Compensation Consultants the costs of purchasing common stock. Name and Principal Position Annual Annual Percentage NEOs for each of 2022 and 2023: improve year over year, no cash compensation was awarded. As such, the Company did not review the individual goals of the CEO or the other executives as no pay out was contemplated. income. no earnout for this tranche. On July 14, 2023, and December 1, 2023, each of Messrs. Galin and Adest ceased to be executive officers, respectively. Tax Deductibility of Compensation executive officers, including our NEOs. Committee Report 2021. Threshold Target Maximum Threshold Target Maximum Officer; and (6) an employment agreement with Mr. Adest effective as of August 1, 2006 pursuant to which he served as our Chief Product Officer until December 1, 2023. The employment agreements of each of Mr. Galin and Adest were amended when they ceased to be executive officers to take into account their changed roles. 2023 Zvi Lando Ronen Faier Uri Bechor Rachel Prishkolnik Yoav Galin Description of Certain Relationships of Information Presented in the Pay Versus Performance Table Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis, the Company’s executive compensation program promotes stockholder interests by aligning compensation with our business objectives, including by introducing long term incentives with long term performance goals. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: 2023. Holders of the Company’s common stock are entitled to one vote for each share held as of the Record Date. There is no cumulative voting. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of the majority of the voting power of the stock outstanding and entitled to vote at the annual meeting, present at the annual meeting or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum. Election of Directors Nominees Named in this Proxy Statement - directors will be elected if the number of votes cast at the Annual Meeting for the nominee’s election exceeds the number of votes cast against the nominee’s election. Abstentions and “broker non-votes” (as defined below), if any will have no effect on Proposal No. Advisory Vote to Approve the Compensation of our Named Executive Officers (the “Say-on-Pay” vote) - requires the affirmative vote of the holders of a majority of the voting power of the stock present represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal No. 3. “Broker non-votes”, if any, will have no effect on this Proposal No. 3. This advisory vote is not binding on the Board. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating our executive compensation programs and making compensation Notice of Internet Availability of Proxy Materials 3. DELINQUENT SECTION 16(a) REPORTS Rule 14a-8 Proposals.Stockholder proposals for inclusion under Rule 14a-8 in the Company’s 7, 2025. investors@solaredge.com . threefour times during the year ended December 31, 2022,2023, consists of Avery More, Nadav Zafrir, and Betsy Atkins, with Avery More serving as chairperson. Doron Inbar served on the Compensation Committee until April 19, 2022. 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.2022,2023, our Compensation Committee consisted of Avery More, Doron Inbar (until April 19, 2022), Betsy Atkins (as of April 19, 2022) and Nadav Zafrir. None of the members of our Compensation Committee is, or was during the year ended December 31, 2022,2023, 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.Developing and recommending to the board criteria for identifying and evaluating director candidates and periodically reviewing these criteria;Identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;Assessing the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the board;Developing and recommending to our board of directors a set of corporate governance guidelines and principles; Establishing procedures for the consideration of board candidates recommended by the company’s stockholders;Recommending to the board candidates to be elected by the board to fill vacancies and newly created directorships and candidates for election or reelection at each annual stockholders’ meeting;Periodically reviewing the board’s leadership structure, size, composition, and functioning; Overseeing succession planning for positions held by executive offices;
Overseeing the evaluation of the board and its committees;Annually reviewing the compensation of directors for service on the board and its committees and recommend changes in compensation to the board, as appropriate; andmatters.matters.
Our Nominating and Corporate Governance Committee, which met fourthree times during the year ended December 31, 2022,2023, consists of Betsy Atkins, Nadav Zafrir, and Dirk Hoke (who joined on April 19, 2022), with Betsy Atkins serving as chairperson. Jonathan Cheifetz served on the Nominating and Corporate Governance Committee until April 19, 2022. The composition of our nominating and corporate governance committee meets the requirements for independence under the applicable rules of the Nasdaq Global Select Market.• OverseeingReviewing risks identified with cyber-related exposure, including any incidents may have arisen and measures taken and/or recommended to be taken to protect the Company’s technology related strategies, processes, and programs;assets.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; andReviewing actions and risks associated with any current shortfalls in product performance, quality, or reliability and manufacturing methods including any product security;twicethree times during the year ended December 31, 2022,2023 consists of Betsy Atkins, Nadav Zafrir and Avery More, with Mr.Avery More serving as chairperson.HamadaHaMada Street, Herziliya Pituach, Israel, 4673335.proposesubmit director nominees by adhering to the advance notice procedure described under “Stockholder Proposals” elsewhere in this Proxy Statement.
2022,2023, our Compensation Committee received a report from its independent compensation consultant, FW Cook, which included recommendations for slight modifications to the compensation of our directors in order to better align withnear the median of director compensation of our Peer Group.Group as well as additional changes for the Chairman of our Board as described in last year’s proxy statement and in more detail below. The Compensation Committee considered the independent consultants’consultant’s recommendations and revised the non-employee directors’ compensation program as follows for 2022:2023: for each Board member, the annual equity award was increased by $15,000$10,000 from $170,000$185,000 to $185,000$195,000 and the supplemental Board Chair cash retainer was increased by $10,000$245,000 from $75,000$85,000 to $85,000.$330,000. In addition, an annual equity award for the Compensation CommitteeChairman of the Board was added in the amount of $230,000.Nominatingtime commitment of the role. The compensation was initially approved by the Board of Directors at the end of 2022 when the Company was managing significant growth challenges and Corporate Governance Committee member retainers increased by $2,500 (to $10,000continues into 2024 as the Company navigates the volatile market in which it operates. This current arrangement is reviewed annually and, $7,500 respectively). if and when the time commitment and scope of the role return to market normative levels, the compensation is expected to revert back closer to prior compensation levels.2022,2023, which was paid in quarterly or semi-annual installments. Directors serving as chairs of committees do not receive additional compensation for serving as general members of the committees they chair.
Position Effective January 1, 20222023 ($)Chairperson of the Board*Board85,000330,000Board Member 70,000 Audit Committee Chair 32,500 Compensation Committee Chair 22,500 Nominating and Corporate Governance Committee Chair 15,000 Technology Committee Chair 15,000 Audit Committee Non-Chair Member 12,500 Compensation Committee Non-Chair Member 10,000 Nominating and Corporate Governance Committee Non-Chair Member 7,500 Technology Committee Non-Chair Member 7,500 20222023 consisted of: 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 $185,000,$195,000, 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.*In addition, starting with equity awards made in 2023, the contributions of the Company’s Chairperson of the Board will significantly increase. The Chairperson of the Board is expecteddirectors are entitled to spend at least one full day a week in the Company’s headquarters and spend approximately 30% of his time on the Company’s strategic affairs, including mergers and acquisitions, investments and new technology evaluations. Due to the expansion of the roles and responsibilities of the Company’s Chairperson of the Board, the Nominating and Corporate Governance Committee approved the expansion of the role of the Chairperson of the Board and the Compensation Committee approved an increase of the Chairperson of the Board’s compensation for 2023 as follows: (i) a cash retainer of an additional $245,000 (from $85,000 to $330,000) and (ii) an additional grant of $230,000 in equity compensation.
2022.2023. Mr. Lando is not eligible to receive any additional compensation for serving on our board of directors. His compensation for serving as the Company’s Chief Executive Officer is disclosed in the “Summary Compensation Table” below.Name Fees Earned or Paid in Cash
($)Stock Awards ($)(5) Total ($) Nadav Zafrir 180,000 185,000 (1) 365,000 Marcel Gani 102,500 185,000 (1) 287,500 Betsy Atkiins 103,255 185,000 (1) 288,255 Avery More 116,257 185,000 (1) 301,257 Tal Payne 82,500 185,000 (1) 267,500 Dirk Hoke 54,293 365,787 (1)(2) 420,080 Yoni Cheifetz (3)(4) - - - Doron Inbar (3) 27,953 - 27,953 Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Total ($) Nadav Zafrir 425,000 968,813 Marcel Gani 102,500 297,330 Betsy Atkins 102,500 297,330 Avery More 114,792 309,622 Tal Payne 82,500 277,330 Dirk Hoke 77,500 272,330 Dana Gross 41,250 368,686 (1) Represents the grant date fair value of 671 restricted stock units granted to each director on June 20, 2022. All equity awards are calculated 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 2ad to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 22,26, 2024. As of December 31, 2023, Messrs. Gani, More and Payne held 661 unvested restricted stock units, Mr. Zafrir held 1,441 unvested restricted stock units, Ms. Atkins held 863 unvested restricted stock units, Mr. Hoke held 989 unvested restricted stock units, and Ms. Gross held 1,788 unvested restricted stock units.(2) Includes Mr. Zafrir’s pro-rated additional annual equity award granted by the Board of Directors effective January 1, 2023, of 378 restricted stock units ($119,078), which vested on June 1, 2023, and his annual equity award granted on June 1, 2023, of 1,441 restricted stock units ($424,735), which will become fully vested on June 1, 2024. (3) $194,830 of the amount reported here represents the grant date fair value of 661 restricted stock units granted to each director on June 1, 2023. All such units will become fully vested on June 20, 2023.1, 2024. (2)(4)Includes Mr. Hoke’sMs. Gross’s initial equity award of 492 additional819 restricted stock units ($150,000)149,983) which vest in equal annual installments over three years, and pro-rated annual equity award granted upon appointment to the Board on April 20, 2022,July 5, 2023 of 101969 restricted stock units ($177,453) which will become fully vested on June 20, 2022.(3)Messrs. Cheifetz and Inbar resigned from the Board of Directors effective April 19, 2022.(4)Mr. Cheifetz waived his right to receive cash fees.(5)As of December 31, 2022, each director held 671 unvested restricted stock units except for Mr. Hoke who held 1,163 unvested restricted stock units and Ms. Betsy Atkins who held 1,074 unvested restricted stock units Messrs. Cheifetz and Inbar had no unvested restricted stock units.1, 2024.
manager and members of the board engage with our stockholders year-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 help us understand how they view us and set goals and expectations for our performance.
Fall / Winter
feedbackfeedback.Summer / Fall Conduct pro-active off-season outreach with stockholdersquestionsquestions. Implement changes to align with investor feedbackJuneJune.
During 20222023 we engaged with stockholders representing over:
In March 2022, we held an Investor Analyst Day with presentations from our Chairperson of the Board, CEO, Chief Financial Officer and additional senior executives.
2022 diversitydiversity; Environmental, SocialHuman capital management including diversity, pay equity, inclusion and Governance mattersemployee engagement.Governance structure, including current stockholder rights and board leadership structureCompensation Program and long-term incentive compensation mix linking pay and performanceIn response to Stockholder discussions in 2022 and upon the recommendation of our Nominating and Corporate Governance Committee, the Board deemed advisable and submitted for stockholder approval at this Annual Meeting amendments to our certificate of incorporation to declassify the Board and phase-in annual director elections and remove supermajority voting requirements included in our certificate of incorporation.investors@solaredge.cominvestors@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, the Chairperson of the Board or individual directors so addressed will be advised of any communication withheld for safety or security reasons as soon as practicable.
Our Sustainability Strategy
Powering PeoplePowering BusinessDeliver smart energy solutions Protect human rightsProduct Innovation Invest in communitiesDeliver sustainable product
(1) During 2022, we continued making progressOur environmental, social, and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met, and the inclusion of information in our Environmental, Socialsustainability reports (as discussed below), or identifying it as material for purposes of such report or assessing our environmental, social and Governance (ESG) performance and disclosure. Our ESG practices are guided bygovernance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our social purpose— “To power the future of energy so we can all enjoy better living and a cleaner, greener future”—and our social mission— “Shaping the future of sustainable energy production, energy storage and e-mobility through innovation.” We have crafted a comprehensive sustainability strategy with 2025 targets in several areas. Our fourth annual Sustainability Report, published in 2022, meets the requirements of leading global sustainability disclosure standards, GRI (Global Reporting Initiative) and SASB (Sustainability Accounting Standards Board), aligning our disclosure with leading corporations around the world and with the expectations of investors and other stakeholders. Our sustainability strategy includes the following pillars:• Energy:Energy: Accelerating the uptake of clean energy, delivering new smart energy, innovative solutions and improving the lifecycle impacts of our products. As a business founded upon the acceleration of clean energy, we strive to reduce our climate impact by minimizing GHG (greenhouse gas) emissions and transitioning to renewable electricity usage in our facilities. WeBy the end of 2023, SolarEdge has five of its own PV systems on its rooftops, partially replacing fossil-fuel based electricity consumption in South Korea, the United States, Italy, the U.K, and Israel. Our Sella 1 and Sella 2 manufacturing sites have conducted several steps to further optimize and reduce their energy consumption. Furthermore, we have completed a lifecycle analysis for three of our key products, examining the carbon footprint of all product life stages. Furthermore, we have set a target of reducing 30% of our Scope 1+2 GHG emissions per revenue, by 2025 (compared with the 2020 basis). We have set another target of achievingalso strive to achieve near-zero e-waste toand minimize the landfill by 2025.waste of all waste types. In 2021,2023, a total of 71%83% of all waste at our owned and operated sites was either recycled or recovered to energy.energy.• 2022,2023, we continued to expandinvest in our workforce to support SolarEdge’s business growth, and maintained responsible employment practices, including an enhanced focus on safety and on employee growth and development. We set quantitative targets and formulated multi-year programs to enhance gender equality within our workforce and to strengthen its inclusiveness (see further details in ‘Human Capital’ below). Also in 2022, we enhanced ourOur community engagement program. Our updated program focuses on the advancement of renewable energy for environmental community value; encouraging STEM education and youth innovation; and strengthening diverse populations.populations.• We believe that our sustainability strategy aligns directly with 10 United Nations Sustainable Development Goals (SDGs), and our products and activities are most critical to achievement of SDG #7, Affordable Clean Energy.
Below are some examples of our efforts and practices in several ESG fields:Climate change and greenhouse gas (GHG) emissionsSolarEdge 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.
-31M Tonne CO2e131
of GHG emissions avoided each year through use of our systemsWe
As stated above, we have set a 30% carbon intensity reduction target for our operations for 2025 (with the base year being 2020), in our Scope 1 and 2 greenhouse gas (GHG) emissions per revenue. In 2021, we reduced our Scope 1 & 2 CO2e emissions per million-dollar revenues by 8% versus 2020, achieving more than a quarter of our target. We are currently analyzing the 2022 emissions inventory and examining our updated progress.We have also begun installationinstalled of our own productsPV systems in six of our different facilities, which will help us achieve this target. Thus far, we have installed SolarEdge photovoltaic or PV systems in three company sites (Sella 1 and Modiin in Israel and Milpitas in the U.S), partially replacing fossil-fuel sourced external electricity. reduce our own Scope 2 emissions.
During 2023, we are planningour production and R&D sites have continued to install new SolarEdge PVimplement enhanced energy saving methods, such as automatic shutdowns and/or motion detectors for AC and lighting systems, on the roofsoptimization of ourHVAC system operation, and optimization of water cleaning systems.
Our Sella 2 manufacturing plant in Korea, and in our e-mobility production site, in Umbertide, Italy.During 2022, our Sella 1 manufacturing site in Israel transitioned to purchasing all of its external electricity needs from a recently opened private power plant. This private power plant produces its electricity using a highly efficient process that employs natural gas exclusively for combustion. Itparticular has a significantly improved carbon intensity compared with the general grid electricity in Israel, which still includes partial combustion of coal.Also in 2022, we implemented an innovative electricity savings method in the new Sella 2 site. The production process of lithium-ion batteries which 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 plannedimplemented for the 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.120222023 are installed and producing for a full year. See our annual sustainability report for further details on our method for calculating the global GHG savings achieved through use of our products.
In late 2021, our first comprehensive carbon footprint analysis for three leading models of our inverters and optimizers. The analysis was led and certified by the globally knownglobally-known LCA experts, ‘Carbon Trust’. The analysis allows us to understand the main emission sources throughout our productsproducts’ lifecycle, helping us better understand our emission reduction opportunities (including Scope 3 emissions, which we have now begun to analyze).
Responsible ProcurementWe 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. In 2022, this process has been expanded to our storage division suppliers, and over 280 active key suppliers (from our Solar and Storage divisions) have committed to the SCoC terms to date. 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.>280 Key Suppliers
safetySafety of our peoplePeoplethose working inwith high-voltage, labs)training for working on rooftops, training for the safe use of machinery/ chemicals/ materials) 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; periodic internal and additional measures.Recently, and to further enhance our safety management practices, we expanded our in-house Environment, health and safety (EHS) team and appointed anexternal EHS Director. The enhanced team includes experienced safety officersaudits; supplying employees with specific expertise relatedall necessary PPE (Personal Protective Equipment) according to the Company’s technologiesidentified job-specific risks and activities.website. Recent additions towebsite under 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.and differentof views and beliefs of our employees and encourage them to be active in the civic life of their communities. In parallel, theThe Company prohibits any political involvement on its behalf by any of its employees.employees, unless otherwise designated, such as its Global Government Affairs team who engage with governments and policy makers to advocate for policies that are aligned with our business objectives and company values. We do not and will not supportmake any corporate or political entity. We prohibit any monetary (or equivalent) donation on our behalf to any political entity.take measures to assureendeavor that all Company activities through trade unions and/or industry associations are in accordance withsupport of the Company’s public policies andpolicy positions on all issues, including (but not limited to) ESG-related issues.
and ethnically diverse persons and individuals with disabilities 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 goalsobjectives, complete with measurable key performance indicators (or KPIs), that will encourage the growth of our women employee population worldwide and, in particular, in the research and development, sales departments, department and in management roles. These goals have also been added to certain executive’s MBOs for 2022.Ultra- Orthodox.Ultra-Orthodox. We have also undertaken efforts to identify positions relevant for individuals with disabilities.75%74% during the past three fiscal years. In addition, we have set quantitative targets for increasing the rate of women employees in executive and management positions as part of our 2025 target to promote gender parity and equal pay.and partnerships with NGOs and academia to better focus our recruitment efforts on appropriatepromoting women candidates for technicalin different roles. Over 40 female participants have successfully completed these programs in 2022. The Company is additionally conducting on-going internalhas conducted anti-bias training and is annually conducting a gender pay-gap analysis (in line with regulatory requirements in Israel).2019, 2020, 2021, and 2021,2022 can be found on the investor relations section of our website.a leadership programprograms for managers and team leaders and deliver advanced professional training for sales, research and development and other functional teams as part of our extensive training program each year. Furthermore, we partner with localoffer educational resources to offer formal learning programsplatforms on a variety of subjects for the professional and personal development and advancement of our workforce. Since 2017, the Company has earmarked 0.1% of our consolidated net profit from the prior fiscal year for donations. In 2022, the Company hired a full time CSR (Corporate Social Responsibility) lead, in order to promote and harmonize our community engagement initiatives.
addition in 2020, in honor and memory of Mr. Guy Sella, SolarEdge’s former Chief Executive Officer, Chairperson and Co-Founder, we announced a commitment of $1,000,000 to be invested in a 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 extend to high 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 energy center and labs for high school students.2022,2023, the Company donated $354,000$537,000 or 0.57% of our consolidated net profit from the prior fiscal year to nonprofitvarious charitable organizations addressing differentwith causes to supportranging from supporting communities in need. This included a $100,000 donationneed to Technion as partthe enrichment of our commitment detailed above. Over half of our donations were dedicated to improving the quality of education in the technology and energy fields. education.program’s current goal is to reach 10,000 pupils by the end of 2023. The program has also been conducted before audiences made up of diverse populations including women’s shelters and participants of various outreach initiatives, also in Israel’s periphery. We aim to expandDuring 2023, we expanded the program to additionalseven new global SolarEdge locations in 2023.
2023ErnstKost Forer Gabbay & Young LLP (EY)Kasierer, a member of EY Global to be the Company’s independent registered public accounting firm for the year ending December 31, 20232024, and recommends that the stockholders vote for ratification of such appointment. Kost Forer Gabbay & Kasierer, a member of EY Global has been engaged as our independent registered public accounting firm since 2007. As a matter of good corporate governance, the Audit Committee has requested that the Board of Directors submit the appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as the Company’s independent registered public accounting firm for 20232024 to the stockholders for ratification. In the event our stockholders do not approve this ratification proposal, the Audit Committee will reconsider its selection. Even 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 Kost Forer Gabbay & Kasierer, a member of EY Global is expected to be present at the Annual Meeting. The representative of Kost Forer Gabbay & Kasierer, a member of EY Global will have the opportunity to make a statement at the Annual Meeting if he or she desires to do so and will be available to respond to appropriate questions.2021,2022, and the year ended December 31, 2022,2023, and the aggregate fees for other services rendered by Kost Forer Gabbay & Kasierer, a member of EY Global during those periods: 2021($) 2022 ($) Audit fees (1) 1,304,000 1,982,000 Audit related fees - - Tax fees (2) 382,000 182,000 Total audit and related fees 1,686,000 2,164,000 2022($) 2023 ($) 1,982,000 2,122,000 Audit related fees - - 182,000 369,000 All other fees - - Total audit and related fees 2,164,000 2,491,000 (1) (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, 20212022 and for the year ended December 31, 2022)2023), reviews of our quarterly financial results submitted on Form 10-Q, Korean and Italian statutory audit services and consultations on various accounting issues.(2) (2)“Tax fees” are fees for professional services rendered for tax compliance, tax advice, tax planning, and review of our Israeli tax returns. 20232024 requires the affirmative vote of the holders of a majority of the voting power of the stock, present or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal No. 2. While there should be no “broker non-votes” in respect of this Proposal, if there were any, any such broker non-votes will have no effect on this Proposal No. 2.
The Board of Directors recommends a vote FOR the ratification of the appointment of EY for 2023.
Say–On-Pay
Say-On-Pay, 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 20232024 Annual Meeting of Stockholders.UnlessAfter the Board of Directors modifies its policy on the frequency of holding “Say-on-Pay” votes, the2024 Annual Meeting, our next “Say-on-Pay” advisory vote will be included in our 2024 proxy statement.The Board of Directors recommends a vote FOR the approval of our executive compensation on an advisory basis.
Proposal No. 4 Say-On-FrequencyPROPOSAL 4: Vote, on an advisory and non-binding basis, on the preferred frequency of future stockholder advisory votes to approve the compensation of our named executive officers (commonly referred to as a “Say-on-Frequency” vote).In accordance with Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to indicate, through an advisory vote, their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers. Accordingly, we are asking stockholders to indicate whether they would prefer an advisory vote every year, every two years, or every three years.The Board believes that an annual advisory vote on the compensation of our named executive officers will provide the highest level of accountability to our stockholders. It will also allow stockholders to provide real-time feedback regarding the compensation programs that our named executive officers participate in and the compensation philosophy that drives the design and implementation of those programs.The stockholders are being asked to vote among the following frequency options:every year. every 2 years. every 3 years; and abstain from voting.The required vote to approve Proposal 4 is the affirmative vote of shares representing a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter. Because this proposal has three possible substantive responses (every year, every 2 years, and every 3 years), if none of the frequency alternatives receives the vote of shares representing a majority of votes present in person or represented by proxy at the meeting and entitled to vote on the matter, then we will consider stockholders to have approved the frequency that receives a plurality of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter.The Board and the Compensation Committee value the opinions of the stockholders in this matter and will consider the outcome of the vote when determining the frequency of future advisory votes to approve named executive officer compensation. However, because thisSay-on-Pay vote is advisory and therefore not binding on the Board or us, the Board may decide that it is in the best interests of the stockholders that we hold an advisory vote on named executive officer compensation more or less frequently than the option preferred by the stockholders.THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF “EVERY YEAR” ON PROPOSAL 4.37
Proposal No. 5 Amendment of the Company's Certificate of Incorporationexpected to Declassify the Board and Phase-In Annual Director ElectionsThe Board has unanimously approved and declared advisable, and resolved to recommend to the Company's stockholders that they approve and adopt amendments to Section 5.2 of Article V of the Company's amended and restated Certificate of Incorporation (which we refer to as the “Certificate of Incorporation”) to phase out the classification of the Board over a three-year period starting with the nextoccur at our 2025 Annual Meeting of Stockholders, such that directors are elected on annual basis starting with the 2026 Annual Meeting of Stockholders, and to make certain non-substantive changes related thereto (the “Declassification Amendment”). As such, declassifying the Board will allow the Company's stockholders to vote on the election of the entire Board each year starting with the 2026 Annual Meeting of Stockholders, rather than on a three-year staggered basis as with the current classified board structure. The following description is a summary only and is qualified in its entirety by reference to Appendix B-1 to this Proxy Statement, which incorporates the amendments to declassify the Board and marks those changes specifically (additions to the Certificate of Incorporation are indicated by double underlining and deletions to the Certificate of Incorporation are indicated by strikeouts).Background of the Declassification AmendmentUnder Section 5.2 of Article V of the Certificate of Incorporation, the Board is currently divided into three classes as nearly equal in number as is reasonably possible. Each year the stockholders of the Company are asked to elect the directors comprising one of the classes for a three-year term. The term of the current Class III directors is set to expire at the 2024 Annual Meeting. The term of the current Class I directors is set to expire at the 2025 Annual Meeting and the term of the current Class II directors is set to expire at the 2026 Annual Meeting (assuming the Class II nominees are elected at this Annual Meeting of Stockholders).Rationale for the ProposalOur Board of Directors regularly reviews the implementation of appropriate corporate governance measures. As we have transitioned from a newly public company to a more established, now S&P 500 company, our Board of Directors has conducted a review of corporate governance matters, including our classified board structure. In connection with this review, our Board of Directors considered the advantages of maintaining the classified board structure as well as the advantages of declassifying the Board. The advantages of the classified board structure include that a classified board may promote board continuity, encourage a long-term perspective by management and the Board of Directors, and provide protection against certain abusive takeover tactics, including by making it more difficult for one or more stockholders holding a large number of shares to replace the entire Board of Directors at once. Our Board of Directors understands that many investors believe that annually elected boards increase accountability of directors to a company’s stockholders. Stockholders.also recognizes that stockholders of public companies generally support shifting from classified boards to the annual election of directors. Our Board of Directors believes this amendment better aligns our governance with governance practices supported by the investor community. A declassified board will enable the Company's stockholders to express a view on each director's performance by means of an annual vote and will support the Company's ongoing efforts to maintain “best practices” in corporate governance. Because our Board of Directors is classified, currently directors can be removed only for cause, whereas, under Delaware law, directors elected to a Board that is not classified can be removed with or without cause.Our Board of Directors evaluated the Declassification Amendment in light of the considerations described above. Based on these considerations, our Board of Directors adopted resolutions setting forth the Declassification Amendment, declared the Declassification Amendment advisable and in the best interests of the Company and our stockholders, approved and adopted the Declassification Amendment, and unanimously resolved to submit the Declassification Amendment to our stockholders for approval and recommended that our stockholders adopt the Declassification Amendment.Effect of the ProposalIf the Declassification Amendment is approved by the Company's stockholders and implemented by the Company, it would provide for the annual election of all directors beginning at the 2026 Annual Meeting of Stockholders, and the declassification of our Board of Directors would be phased in over a period of three years, as follows: (i) the current Class III directors will be elected at the 2024 Annual Meeting of Stockholders to serve for a term of one year expiring at the next succeeding Annual Meeting of Stockholders, (ii) the current Class I and Class III directors will be elected at the 2025 Annual Meeting of Stockholders to serve for a term of one year expiring at the next succeeding Annual Meeting of Stockholders, and (iii) the current Class I, Class II and Class III directors will be elected at the 2026 Annual Meeting of Stockholders to serve for a term of one year expiring at the next succeeding Annual Meeting of Stockholders. The Declassification Amendment would not shorten the existing terms of our directors. Accordingly, a director who has been elected to a three-year term (including directors elected at the 2023 Annual Meeting of Stockholders) may complete that term. Beginning with the 2026 Annual Meeting of Stockholders, the declassification of our Board of Directors would be complete, and all directors would be subject to annual election for one-year terms. 
Consistent with Delaware law, the Declassification Amendment also provides that any director may be removed by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon (i) until the election of directors at the 2026 Annual Meeting of Stockholders, only for cause and (ii) from and after the election of directors at the 2026 Annual Meeting of Stockholders, with or without cause. The Declassification Amendment also provides that while the declassification of our Board of Directors is being phased in (i.e., until the 2026 Annual Meeting of Stockholders), the number of directors in each class shall be apportioned in the manner determined by the Board of Directors and that any director elected to a newly created seat on the Board of Directors or to a vacancy on the Board of Directors will serve for the same term as the remainder of the class to which the director is elected. The Declassification Amendment also includes an immaterial change to Section 5.2(d), which clarifies when a Preferred Stock Director (as defined in the Certificate of Incorporation) shall cease to be qualified as, and shall cease to be, a director.If our stockholders approve the Declassification Amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation setting forth the Declassification Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Declassification Amendment. In addition, we intend to file a Restated Certificate of Incorporation to integrate the Declassification Amendment (if approved), the Elimination of Supermajority Voting Requirements Amendment described below (if approved) and the Federal Forum Selection for the Securities Act Claims Amendment discussed below (if approved) into a single document. The Board reserves the right to elect to abandon the Declassification Amendment, if it determines, in its sole discretion, that the Declassification Amendment is no longer in the best interests of the Company and its stockholders. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s Board of Directors will remain classified.If our stockholders do not approve the Declassification Amendment, our Board of Directors will remain classified, and a Certificate of Amendment setting forth the Declassification Amendment will not be filed with the Delaware Secretary of State.Vote RequiredThe approval of the Declassification Amendment requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and broker non-votes will have the same effect as votes against the Declassification Amendment.The Board of Directors recommends a vote FOR the approval and adoption of the Declassification Amendment. 
Proposal No. 6Amendment of the Company's Certificate of Incorporation to Remove the Supermajority Voting RequirementsThe Board has unanimously approved and declared advisable, and resolved to recommend to the Company's stockholders that they approve an amendment to Sections 9.1 and 9.2 of Article IX of the Certificate of Incorporation to remove the supermajority voting requirements contained in those sections requiring the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Certificate of Incorporation and for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, certain provisions of the Company's Bylaws, respectively (the "Elimination of Supermajority Voting Requirements Amendment"). The following description is a summary only and is qualified in its entirety by reference to Appendix B-2 to this Proxy Statement, which incorporates the amendments to remove the supermajority voting requirement and marks those changes specifically (additions to the Certificate of Incorporation are indicated by double underlining and deletions to the Certificate of Incorporation are indicated by strikeouts).Background of the Proposed AmendmentsOur Certificate of Incorporation currently requires the approval of the holders of at least 66 ⅔% of the voting power of the Company’s stock then outstanding for certain fundamental changes to the Company’s corporate governance. Specifically, under Article 9.1 of the Certificate of Incorporation,our executive compensation on an amendment to the following provisions of the Certificate of Incorporation requires the approval of holders of at least 66 ⅔% of the voting power of the Company’s stock outstanding and entitled to vote thereon, voting together as a single class:Article IV—addressing the authorized shares of stock of the Company.Article V—addressing the Board, including the number, election, terms, vacancies and removal of directors.Article VI—addressing stockholders’ ability to act by consent.Article VII—addressing who can call special meetings of stockholders; andArticle IX— addressing amendments to the Certificate of Incorporation, and the Bylaws and requiring supermajority votes for the stockholders to amend certain provisions of the Certificate of Incorporation, and for the stockholders to amend certain provisions of the Bylaws by the Company’s stockholders.In addition, under Section 9.2the Certificate of Incorporation, an amendment to the following provisions of the Company's Bylaws by the stockholders requires the approval of holders of at least 66 2/3% of the voting power of the stock outstandingCertain Beneficial Owners and entitled to vote thereon, voting together as a single class:Section 2.2—addressing special meetings of stockholders, including who can call special meetings of stockholders.Section 2.10—addressing advance notice provisions.Section 2.11—addressing stockholders’ ability to act by consent.Article III—addressing the Board including powers, number, elections, terms, vacancies and removal of directors as well as provisions related to quorum, voting, action by consent, the Chairperson of the Board, meetings, remote participation in meetings, rules and regulations, director compensation and emergency bylaws.Article VI— addressing indemnification and advancement of expenses.Section 7.6—addressing setting record dates; andArticle X—addressing amendments of the Bylaws (now Article IX).Rationale for the ProposalAs mentioned above, our Board of Directors regularly reviews the implementation of appropriate corporate governance measures. In response to stockholder feedback, and as we have transitioned from a newly public company to a more established, now S&P 500 company, the Board has conducted a review of corporate governance matters, including the Company’s voting requirements for amending its governing documents. In connection with this review the Board considered that if the Elimination of Supermajority Voting Requirements Amendment is approved, there is the potential that a relatively small number of stockholders holding a large number of shares could enact significant corporate changes that benefit only a narrow group of stockholders. 
The Board also considered that eliminating these supermajority voting requirements better aligns our governance with governance practices supported by the investor community, who generally view a majority vote as sufficient for stockholder approval of amendments to governing documents. In addition, the Board noted that many other public companies have transitioned away from including these kinds of supermajority voting provisions in their governing documents.Our Board evaluated the Elimination of Supermajority Voting Requirements Amendment in light of the considerations described above. Based on these considerations, the Board adopted resolutions setting forth the Elimination of Supermajority Voting Requirements Amendment, declared the Elimination of Supermajority Voting Requirements Amendment advisable and in the best interests of the Company and our stockholders, approved and adopted the Elimination Supermajority Voting Requirements Amendment, unanimously resolved to submit the Elimination of Supermajority Voting Requirements Amendment to our stockholders for approval and recommended that our stockholders adopt the Elimination Supermajority Voting Requirements Amendment.Effect of the ProposalIf the Elimination of Supermajority Voting Requirements Amendment is approved by the Company's stockholders and implemented by the Company, (i) any amendment to the Certificate of Incorporation will be approved in accordance with the requirements of the laws of the State of Delaware, which, in most cases, will require the affirmative vote of a majority of the then-outstanding shares of stock of the Company entitled to vote on the amendment and (ii) the affirmative vote of a majority of the then-outstanding shares of stock of the Company entitled to vote will be required for our stockholders to amend or repeal, in whole or in part, our Bylaws. If our stockholders approve the Elimination of Supermajority Voting Requirements Amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation setting forth the Elimination of Supermajority Voting Requirements Amendment with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Elimination of Supermajority Voting Requirements Amendment. In addition, we intend to file a Restated Certificate of Incorporation to integrate the Elimination of Supermajority Voting Requirements Amendment (if approved), the Declassification Amendment discussed above (if approved) and the Federal Forum Selection for the Securities Act Claims Amendment discussed below (if approved) into a single document. The Board reserves the right to elect to abandon the Elimination of Supermajority Voting Requirements Amendment, if it determines, in its sole discretion, that the Elimination of Supermajority Voting Requirements Amendment is no longer in the best interests of the Company and its stockholders. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s current voting standards relating to these proposed amendments will remain in place.If our stockholders do not approve the Elimination of Supermajority Voting Requirements Amendment, the Company’s current voting standards relating to these proposed amendments will remain in place, and a Certificate of Amendment setting forth the Elimination of Supermajority Voting Requirements Amendment will not be filed with the Delaware Secretary of State.Vote RequiredThe approval of the Elimination of Supermajority Voting Requirements Amendment requires the affirmative vote of the holders of at least 66 ⅔% of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and broker non-votes will have the same effect as votes against the Elimination of Supermajority Voting Requirements Amendment.The Board of Directors recommends a vote FOR the approval and adoption of the Elimination of Supermajority Voting Requirements Amendment. 
Proposal No. 7 Amendment of the Company's Certificate of Incorporation to Add a Federal Forum Selection Provision for the Securities Act ClaimsThe Board has unanimously approved and declared advisable, and resolved to recommend to the Company's stockholders that they approve an amendment to the Certificate of Incorporation to add a new provision that, unless the Company selects or consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any complainant asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America.(the “Federal Forum Selection for the Securities Act Claims Amendment”). The following description is a summary only and is qualified in its entirety by reference to Appendix B-3 to this Proxy Statement, which incorporates the amendments to add the Federal Forum Selection for the Securities Act Claims Amendment and marks those changes specifically (additions to the Certificate of Incorporation are indicated by double underlining and deletions to the Certificate of Incorporation are indicated by strikeouts).Rationale for the ProposalThe Board believes that the Company and its stockholders will benefit from having any causes of action arising under the Securities Act of 1933 being litigated in the federal district courts of the United States. The Federal Forum Selection for the Securities Act Claims Amendment is intended to provide a streamlined, efficient and organized process for resolution of such disputes. The Federal Forum Selection for the Securities Act Claims Amendment is intended to prevent plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions.In determining whether to adopt the Federal Forum Selection for the Securities Act Claims Amendment, the Board considered a number of factors, including the following:potentially avoiding litigating actions on the same topic in multiple jurisdictions, with the associated duplication of litigation expenses, and the potential for inconsistent outcomes.limiting forum shopping by plaintiffs' lawyers and potentially discouraging illegitimate claims.retaining the Company's ability to consent to an alternative forum, if desired.avoiding having to address where an action may be brought, and instead focusing on underlying substantive rights or remedies.the increasing trend toward adopting forum selection clauses in response to multi-forum litigation; andthe benefit of having the Board deliberate on whether to adopt such a provision on a "clear day" rather than in response to actual or threatened litigation.Our Board evaluated the Federal Forum Selection for the Securities Act Claims Amendment in light of the considerations described above. Based on these considerations, the Board adopted resolutions setting forth the Federal Forum Selection for the Securities Act Claims Amendment, declared the Federal Forum Selection for the Securities Act Claims Amendment advisable and in the best interests of the Company and our stockholders, approved and adopted the Federal Forum Selection for the Securities Act Claims Amendment, unanimously resolved to submit the Federal Forum Selection for the Securities Act Claims Amendment to our stockholders for approval and recommended that our stockholders adopt the Federal Forum Selection for the Securities Act Claims Amendment. 
Effect of the ProposalThe approval and implementation of the Federal Forum Selection for the Securities Act Claims Amendment will result, to the fullest extent permitted by law, in the federal district courts of the United States of America being the exclusive forum for the resolution of any complainant asserting a cause of action arising under the Securities Act of 1933, unless the Company selects or consents in writing to the selection of an alternative forum. The Board reserves the right to elect to abandon the Federal Forum Selection for the Securities Act Claims Amendment, if it determines, in its sole discretion, that the Federal Forum Selection for the Securities Act Claims Amendment is no longer in the best interests of the Company and its stockholders. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s current forum selection provisions will remain in place unchanged.If our stockholders approve the Federal Forum Selection for the Securities Act Claims Amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation setting forth the Federal Forum Selection for the Securities Act Claims with the Delaware Secretary of State, which we anticipate doing as soon as practicable following stockholder approval of the Federal Forum Selection for the Securities Act Claims Amendment. In addition, we intend to file a Restated Certificate of Incorporation to integrate the Federal Forum Selection for the Securities Act Claims Amendment (if approved), the Declassification Amendment discussed above (if approved) and the Elimination of Supermajority Voting Provisions Amendment discussed above (if approved) into a single document.If our stockholders do not approve the Federal Forum Selection for the Securities Act Claims Amendment, no changes will be made to the Certificate of Incorporation with respect to the selection of a federal forum for Securities Act Claims (however, the Company’s current forum selection provision that provides that the Delaware Court of Chancery will be the exclusive forum for certain intercorporate disputes will remain in place unchanged), and a Certificate of Amendment setting forth the Federal Forum Selection for the Securities Act Claims Amendment will not be filed with the Delaware Secretary of State.Vote RequiredThe approval of the Federal Forum Selection for the Securities Act Claims Amendment requires the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and broker non-votes will have the same effect as votes against the Federal Forum Selection for the Securities Act Claims Amendment.The Board of Directors recommends a vote FOR the approval and adoption of the Federal Forum Selection for the Securities Act Claims Amendment.
Security Ownership of Certain Beneficial Owners And Management3, 20238, 2024 (unless indicated otherwise below), for: Each person known to us to beneficially own 5% or more of the outstanding shares of our common stock; Each member of our board of directors and director nominees;Each of our named executive officers; andgroup.group.56,343,16357,298,690 shares of common stock outstanding as of April 3, 2023,8, 2024, 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 3, 2023.8, 2024. 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) 5,203,122 9.23% Directors, Director Nominees and Named Executive Officers: Zvi Lando (2) 82,827 * Ronen Faier (3) 110,546 * Yoav Galin (4) 209,024 * Rachel Prishkolnik (5) 8,853 * Uri Bechor (6) 17,781 * Nadav Zafrir (7) 5,025 * Marcel Gani (8) 22,717 * Avery More (9) 54,485 * Tal Payne (10) 1,895 * Betsy Atkins (11) 1,086 * Dirk Hoke (12) 265 * 652,381 1.16% Shares Beneficially Owned Name of Beneficial Owner 5% Stockholders: Shares % BlackRock, Inc. (1) 8,996,578 15.7% Swedbank Robur Fonder AB (2) 4,273,621 7.5% Directors, Director Nominees and Named Executive Officers: Zvi Lando (3) 102,087 * Ronen Faier (4) 118,750 * Yoav Galin (5) 214,365 * Rachel Prishkolnik (6) 14,372 * Uri Bechor (7) 25,881 * Meir Adest (8) 125,673 * Nadav Zafrir (9) 7,515 * Marcel Gani (10) 29,049 * Avery More (11) 77,446 * Tal Payne (12) 3,227 * Betsy Atkins (13) 2,620 * Dirk Hoke (14) 1,761 * Dana Gross (15) 969 * All directors and executive officers as a group (11 individuals) (16) 383,677 * 
(1) Based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc., on January 27, 2023.2024. The Schedule 13G/A contains information as of December 31, 2022.2023. BlackRock, Inc. reports having sole dispositive power over 5,203, 1228,996,578 shares and sole voting power over 4,943,2148,833,015 shares. The address of the reporting persons is 55 East 52nd Street,50 Hudson Yards, New York, NY 10055.10001. (2) Based solely on a Schedule 13G/A filed with the SEC by Swedbank Robur Fonder AB, on January 30, 2024. The Schedule 13G/A contains information as of November 1, 2023. Swedbank Robur Fonder AB reports having sole dispositive power over 4,273,621 shares and sole voting power over 4,273,621 shares. The address of the reporting persons is SE-105 34, Stockholm, Sweden. (3) 29,60643,291 shares of common stockbeneficially owned by Mr. Lando, 3,4203,755 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024, and 49,80155,041 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3, 2023.8, 2024. (3)(4)Consists of 61,49667,466 shares of common stock beneficially owned by Mr. Faier, 1,2711,458 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024, and 47,77949,826 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3, 2023.8, 2024. (4)(5)Consists of 90,72194,848 shares of common stock beneficially owned by Mr. Galin, 960572 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024, and 117,343118,945 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3,8, 2024. Mr. Galin, our former VP of Research & Development was no longer an Executive officer of the Company after July 14, 2023. (5)(6)Consists of 4,7288,573 shares of common stock beneficially owned by Ms. Prishkolnik, 9601,032 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024, and 3,1654,767 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3, 2023.8, 2024. (6)(7)Consists of 11,88918,629 shares of common stock beneficially owned by Mr. Bechor, 1,8521,458 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024, and 4,0405,794 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3, 2023.8, 2024 (7)(8)Consists of 5,02546,355 shares of common stock beneficially owned by Mr. Zafrir.Adest, 437 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024, 1,881 shares of common stock issuable upon exercise of options exercisable within 60 days of April 8, 2024, and 77,000 shares held by AARON I ADEST TTEE ADEST FAMILY TRUST U/A. Mr. Adest, our former Chief Product Officer was no longer an Executive officer of the Company after December 1, 2023. (8)(9)Consists of 15,6076,074 shares of common stock beneficially owned by Mr. Zafrir, and 1,441 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024.(10) Consists of 16,278 shares of common stock beneficially owned by Mr. Gani, 5,555661 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024, 10,555 shares of common stock held directly by Marcel Gani 2002 Living Trust and 1,555 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. (9)(11)Consists of 39,58559,085 shares of common stock beneficially owned by Mr. More, 9,000 shares of common stock held by More Family 2020 DT Investment LLC, 5,000 shares held by More CRUT (More Charitable Remainder Unitrust) and 900 shares held by Avery More’s wife, Jerralyn Smith More, as to which Avery More, disclaims any ownership interest.(10)Consists of 1,895 shares of common stock beneficially owned by Ms. Payne.(11)Consists of 885 shares of common stock owned of record by Ms. Atkins, and 201661 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023.8, 2024, 5,000 shares held by More CRUT (More Charitable Remainder Unitrust), 9,000 shares held by More Family 2020 DT Investment LLC, 1,000 shares held by More Generations Trust, 1,000 shares held by Yaron Generations Trust and 1,700 shares held by Avery More's wife, Jerralyn Smith More, as to which Avery More disclaims any ownership interest. (12) Consists of 1012,566 shares of common stock beneficially owned of record by Mr. Dirk,Ms. Payne, and 164661 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023.8, 2024. (13) Consists of 134,7391,757 shares of common stock 1,572beneficially owned by Ms. Atkins, and 863 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 3, 2023,8, 2024.(14) Consists of 936 shares of common stock beneficially owned by Mr. Dirk, and 1,566825 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024.(15) Consists of 969 shares of common stock beneficially owned by Ms. Gross issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024. (16) Consists of 254,465 shares of common stock, 13,784 shares of common stock issuable upon settlement of restricted stock units which will vest and settle within 60 days of April 8, 2024, and 115,428 shares of common stock issuable upon exercise of options exercisable within 60 days of April 3, 2023.8, 2024.2022,2023, about shares of common stock that may be issued under our equity compensation plans. Number of securities remaining Number of securities to available for future issuance be issued upon exercise of Weighted-average exercise under equity compensation outstanding options, warrants price of outstanding options, plans (excluding securities and rights warrants and rights reflected in column (a) Plan Category (a) (b) (c) Equity compensation plans approved by security holders (1) 1,868,181 $ 9.19 12,334,677 Equity compensation plans not approved by security holders — — — Total 1,868,181 $ 9.19 12,334,677 Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (a) (b) (c) Equity compensation plans approved
by security holders (1)2,252,117 $10.52 14,255,021 Equity compensation plans not approved by security holders - - Total 2,252,117 $10.52 14,255,021 (1) 1,814,2882,216,120 shares of common stock issuable upon exercise or vesting, as applicable, of stock awards outstanding under the Company’s 2015 Global Incentive Plan and 53,89335,997 shares of common stock issuable upon exercise of options outstanding under the Company’s 2007 Global Incentive Plan. Includes in column (c) 9,410,81611,042,805 shares of common stock available for future issuance under the Company’s 2015 Global Incentive Plan and 2,923,8613,212,216 shares of common stock available for future issuance under the Company’s Employee Stock Purchase Plan, including 123,603 shares subject to purchase during the purchase periods in effect as of December 31, 2022.Plan. The amounts in column (c) do not include 2,806,6702,856,171 and 487,643 shares that were added to our 2015 Global Incentive Plan and our Employee Stock Purchase Plan, respectively, on January 1, 2023,2024 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.2022,2023, a total of 3,662,7374,150,380 shares were reserved for issuance under the ESPP.
16 8.Age: 52
Mr. Faier 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 BechorAge: 52
Rachel PrishkolnikAge: 55Other Current Public Boards: Varonis Systems Inc.
Mrs. Prishkolnik 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 GalinAge: 49
Mr. Galin 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 AdestAge: 47
Mr. Adest co-founded SolarEdge in 2006 and currently serves as our Chief Product Officer. He has served since 2007 as our Vice President, Core Technologies where he is responsible for SolarEdge’s certification and research of future technologies. He served as our Chief Information Officer from 2018 until 2021. Prior to co-founding SolarEdge, Mr. Adest spent seven 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 IshaiAge: 52
Mrs. Ishai joined SolarEdge in 2020 as our Chief Human Resources Officer. Ms. Ishai brings a wealth of experience to her role, previously serving as Executive Vice President of HR and MIS at Stratasys Ltd, a 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 Ltd., a company specializing in customer experience software, from 1997 to 2011. In these positions, Ms. Ishai was responsible for company-wide growth and management of the HR department, including crafting and implementing polices to ensure diversity and well-being of the employees. Ms. Ishai holds a B.A. and an M.A. in Art History from Tel Aviv University and an M.A. in Organizational Behavior from Tel Aviv University.Yogev BarakAge: 57
Mr. Barak 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 industries, 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.
As our Company continues to grow significantly, ourOur 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.
promote stockholder 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; andpromote ESG goals.iffor 2023, because the overall achievement of the financial measures in ourthe bonus plan iswas less than 70% of target thenand the Company’s profitability did not grow year over year, no bonuses may bewere paid to our NEOs.robust clawback policy, 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.; andrecent introduction of Performance Stock Units (PSUs); for 2022, and continuing into 2023, the vesting of PSUs is that are earned; based solely on the Company’scompany’s 3-year total stockholder return (TSR) ranking in comparisonrelative to the companies that comprise the S&P 500 Index.Index.Compensation awardedfor 2022 was in line with our pay-for-performance objectives. Approximately 87%or other executives.80%79% 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 during the vesting period, withtime or performance-based vesting. For 2023 PSUs tied to 3-year relative total stockholder return representingrepresent 50% of our long-term incentive (“LTI”) and time-basedtime vested RSUs representingrepresented the remaining 50% of our LTI.
2022,2023, are:Zvi Lando, our Chief Executive Officer and board member;Ronen Faier, our Chief Financial Officer;Uri Bechor, our Chief Operations Officer;Rachel Prishkolnik, our Vice President, General Counsel and Corporate Secretary;Yoav Galin, our Vice President, Research and Development.2022,2023, and the tables and narratives that follow contain information regarding compensation for services rendered by our NEOs during the years ended December 31, 2020, 2021, 2022, and 2022.• determinesdetermined a set of financial parameters related to revenues, gross margins and profitability of the Company. IfThe plan stated that if these overall parameters are not met at a level of at least 70% of target and profitability isdoes not achieved,grow year over year, the executives are not entitled to any compensation under the plan. These parameters serve as the CEO'sCEO’s measurable targets for his MBO entitlement. As discussed earlier, given that these parameters were not met, no cash compensation was awarded to executives in 2023. Additionally, the Relative TSR PSU tranche that was granted in early 2022 and had a two-year performance period ending on December 31, 2023 was not earned.iswas also dependent on achieving measurable goals determined by the CEO and approved by the Compensation Committee of the Board of Directors that relate to the departmental goals and achievements of such executive. 2022,2023, 50% of the equity-based awards were granted in the form of PSUs tied to total stockholder return measured based on the performance of the Company’s stock price versus the companies that constitute the S&P 500 index and 50% were granted in the form of time-based RSUs which vest only if the executive remains employed by the Company over a four-year period.period. value.value.
2022 compensation structure
Compensation Element FormObjectiveForm Objective Rationale / Key Characteristics 
CashAttraction Performance
executive'sexecutive’s position and level of responsibility.
Company'sCompany’s financial performance, including revenues, gross margin and profitability and capped at 150% of target.
1
Company'sCompany’s TSR Ranking relative to the S&P 500 index constituents over a three-year period, with a maximum potential earnout capped atof 150% of target.annually over three yearsafter the completion of the three-year performance period. PSUs granted in 2022 were eligible to vest, to the extent earned, after the conclusion of a one year, two years,one-year, two-year, and three-year performance period inperiods weighted 25%, 25%, and 50% tranches,, respectively. In fiscal 2023, all PSUs will be measured over a three-year performance period.
50%Performance
N/A Manager'sManager’s Insurance, which provides a combination of retirement plan, insurance, and severance pay benefits to Israeli employees.Equity ("double-trigger"(“double-trigger” equity vesting).1 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
(1) 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. 20222023 (the “2022“2023 Peer Group”), as well as survey data.In the months priorFollowing the annualreview process in Fall 2021, we removed one acquired company (FLIR Systems), and determined that the resulting peer group of 18 companies remained appropriate for informing 2022 compensation. When market data from the 2022recommended removing Cree, Inc. due to a large divestiture, and Xilinx due to its acquisition. Our 2023 Peer Group were examined, SolarEdge’s financial positioning was as follows: revenues were at approximatelyused to inform 2023 compensation decision and was comprised of the 40th percentile and our market cap was at the 75th percentile relative to the peers’ average market caps during 2020 (which corresponds to the timing of their compensation that was disclosed in proxy statements filed in Spring 2021).
2022 Peer group• ANSYS, Inc.MKS Instruments Inc.• Silicon Laboratories Inc.Generac Holdings Inc.First Solar, Inc.Curtiss-Wright CorporationEnphase Energy, Inc. Entegris, Inc.• Teradyne, Inc.Skyworks Solutions, Inc.IDEX CorporationArista Networks, Inc. HEICO Corp• ANSYS, IncMonolithic Power Systems, Inc. Cognex Corp• Cadence Design Systems, Inc. Xilinx Inc• Cognex CorpCree, Inc• Curtiss-Wright CorporationRemoved for 2022FLIR• Amkor Technology, Inc.*(acquired in May 2021).2022 Pay Positioning• ANSYS, Inc.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 2022. Within that range, we incorporated flexibility to respond to and adjust for the evolving business environment and our specific hiring and retention needs.• Arista Networks, Inc.In general, for 2022, 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.• Qorvo, Inc.* 
20222023 Advisory Vote to Approve Executive Compensation20222023 annual meeting of stockholders, 87%85.69% of the votes cast were in favor of our advisory resolution regarding the compensation of our NEOs. Our Board and Compensation Committee consider the results of the Company’s say-on-pay vote as one of the several inputs in determining our stockholder engagement strategy for the following year.Following No changes to the results of our say-on-pay vote we significantly expanded our stockholder outreach program withwere made in direct response to the direct involvement of our Chairperson of the board and chair of the Nominating and Corporate Governance Committee, as detailed under the Stockholder Engagement and Communication section on page 29 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 program.vote.The Company's compensation strategy for 2022 better aligned executive compensation with performance due to our change in the composition of our equity compensation offering, whereby 50% of the equity compensation is awarded in the form of RSUs and 50% of the equity compensation is awarded in the form of 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 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. The Compensation Committee will continue to consider feedback from stockholders and the results of future advisory votes on executive compensation in making executive compensation decisions.20222023 target compensation of the NEOs, competitive review of senior executive and non-employee director compensation programs and peer group review for 2022,2023, the Compensation Committee retained FW Cook to review market trends and advise the Compensation Committee, including review of Company-wide burn rate and related measures.other aggregate LTI grant practices. FW Cook is the sole compensation consultant for the Compensation Committee and did not provide additional services outside of advising on the amount and form of executive and director compensation. 
Company’s Clawback Policy provides that, 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 mayshall take all necessary steps, unless determined to be financially impracticable, to cancel all or any portion of any outstanding incentive compensation, including annual bonuses and 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 executive officers as(as determined by the Board from time to time in accordance with Rule 16a-110D-1 promulgated under the Securities Exchange Act of 19341934) would have earned for the relevant fiscal period(s) had the accounting restatement not occurred. We intend to amend the Company’s clawback policy or adopt a new clawback policy as necessary to comply with the requirements of Exchange Act Rule 10D-1 prior to the effectiveness of the final Nasdaq listing standards implementing such rule.information andinformation. In addition, 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”. Our insider trading policy prohibits all employees from engaging in hedging, pledging, trading on margin or any other speculative trading.As per theThe current guidelines require the CEO and his executive team are required to attain and maintain stock equal to four times thehis annualized base salary for the CEO and two times the annualized base salary forrequire all other members of the CEO’s executive team.team to maintain stock equal to two times the annualized base salary. Non-employee members of the Board are required to attain and maintain stock equal to five times their annualized cash retainer.1. Common stock of the Company, except to the extent such stock is subject to vesting conditions other than conditions based solely on the passage of time. 2. Company stock units or similar stock rights granted under the Company’s 2015 Global Incentive Plan (or any predecessor or successor plan) which are to be settled in shares of common stock, except to the extent such stock units or rights are subject to vesting conditions other than conditions based solely on the passage of time. thean executive or director following a vesting or exercise event after covering withholding tax requirements and/or stock option exercise costs.2022,2023, 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 NEOs and other executive-specific factors such as criticality, tenure, and skill set relative to external marketplace.2022,2023, see “Executive Summary-2022Summary-2023 Business Highlights and Link to Pay Decisions” above.54 
As described in last year’s proxy statement, the2021,2023 in USD. BecauseNew Israeli Shekel (NIS), since our NEOs are located in Israel and their salaries are paid in New Israeli Shekel (NIS).NIS. In late 2021,2022, the Compensation Committee determined the NEOs’ salaries would increase by 5%-6% for 2023, except for Mr. Adest, whose salary did not change for 2022. Because NEOs are paid in NIS, as a technical matter, their base salaries in USD appear changed due to exchange rate fluctuations between the USD and NIS.change. The following table sets forth the 2021-2022 base salaries for the NEOs:
base salary
effective
January 1,
2021 ($)
base salary
effective
January 1,
2022 ($)
changeAnnual base
salary effective
January 1, 2022
(USD converted
from NIS
amounts) (1)Percentage
change (2)Zvi Lando - Chief Executive Officer 875,000 875,000 0% 922,831 5.5% Ronen Faier - Chief Financial Officer 515,000 515,000 0% 568,329 10.4% Uri Bechor - Chief Operations Officer 500,000 500,000 0% 540,193 8.0% Rachel Prishkolnik - Vice President, General Counsel and Corporate Secretary 435,000 435,000 0% 478,295 10.0% Yoav Galin - Vice President, Research and Development 435,000 435,000 0% 478,295 10.0% (1)Converted into U.S. Dollars from New Israeli Shekels based on the exchange rate on January 1, 2022.(2)Such percentage change is solely due to exchange rate fluctuations.2,870,000 3,025,000 5.4% 1,768,000 1,865,000 5.5% 1,680,000 1,781,000 6.0% 1,488,000 1,569,000 5.4% 1,488,000 1,562,000 5.0% 1,330,000 1,330,000 - 2022,2023, each NEO was eligible to receive an annual incentive compensation payment based on achievement of pre-established performance goals. For 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,improved year over year, no annual cash incentive compensation is awarded to the NEOs.2022, the performance goals established for our CEO were entirely based upon Company related financial, operational, and strategic objectives, including ESG objectives related to reduction of emissions, with a 55% weighting on2023, given that the financial portion - Solar Revenue Targets, Non-solar Revenue Targets, Net Income and Solar Business Gross Margin targets. The remaining 45% of our CEO’s target bonus was based on goals related to Operations (8%), Product & Strategy (16%), Building Scalability (6%), ESG (5%), and an additional 10% based on the discretion of the board of directors.For the remaining NEOs, the Company Goals detailed belowparameters were weighted 50% (100% for the CEO), and the remaining 50% was based upon individual performance goals, with any bonus earnout contingent upon reaching a general score for the financial goals ofnot met by at least 70% and positive net income.The Company exceeded the minimum financial goals required for bonus payments by achieving annual solar revenue of $2.9 billion, gross margin for the solar segment of 29.8%, Revenues of $188.5 million generated from the Company’s non-solar segment and an operating income of $486.9 million for the solar segment. The Operations, Strategy and Scalability & Infrastructure Goals related to specific targets set by the Compensation Committee in accordance with the Company’s plans for the year to follow. For example, for 2022, these goals included ramp of the Company’s manufacturing capabilities in the Mexico factory, ramp of Sella 2, the Company’s manufacturing facility for the production of lithium-ion cells and batteries in Korea, development of new solar products, measurable ESG goals related to reduction of GHG emissions and specific parameters relating to strategic planning related to our non-solar organizations and products. 
Goal Type Percentage
of Total2022 Achievement vs. Goals (Corporate Performance) 2022 Goal Achievement Financials Revenue for the Solar business 25% $2.9 billion vs. $2.6 billion goal 28.1% Operating Profitability 9% $486.9 million in net income vs. $455 million goal 9.6% Gross Margin 15% 29.8% gross margin in solar business vs. 31% goal 14.4% Non- solar business 6% Targets relating to revenues and loss of non- solar businesses (Critical Power, e-Mobility and storage) 4.9% Other Corporate Goals Strategy 16% Goals which included the development of new inverter technologies, initiation and execution of long-term manufacturing strategy and execution of strategic plans regarding our non-solar businesses. 13.6% Scalability & Infrastructure 6% Goals which included maintaining a higher employee retention rate. 6.2% Operations 8% Goals included increasing manufacturing capacity in Mexico, ramp of manufacturing in Sella 2 and certain cost reduction and quality related initiatives 6.2% ESG 5% Reduction of over 6% GHG emissions per $1 revenues 5.0% Board Discretion 10% Not applicable 10.0% Total 100% 98.0% of Target Corporate
Performance Achieved*While the 2022 bonus, structure allows for overachievement of the goals, the Company has never paid beyond 110% of the bonus target and the ability to reach 150% of the target isand profitability did not considered possible from a business perspective.
of Total2023 Goal Achievement Financials Revenue for the Solar business 20% $2.8 billion vs. $4.2 billion goal 13.4% Gross Margin for the Solar business 15% 29.2% gross margin in solar business vs. 32.5% goal 13.5% Operating Profitability for the Solar business 12% $364.5 million in net income vs. $875 million goal 5.0% Non- solar business 6% Targets relating to revenues and loss of non-solar businesses (e-Mobility and storage) 5.1% Other Corporate Goals Strategy 14% Goals which included the development of new inverter technologies, initiation and execution of long-term manufacturing strategy and execution of strategic plans regarding our non-solar businesses. 12.2% Scalability & Infrastructure Goals which included maintaining a higher employee retention rate. 8.0% Operations 10% Goals included increasing manufacturing capacity in Mexico, ramp of manufacturing in Sella 2 and certain cost reduction and quality related initiatives 8.0% ESG 3% Reduction of over 6% GHG emissions per $1 revenues 3.0% Board Discretion 10% Not applicable NA Total 100% NA (1) (1) No payment was made in 2023, given that the financial parameters were not met by at least 70% of the target and profitability did not improve year over year. As such, the Company did not review the individual goals of the CEO or the other executives as no pay out was contemplated. aforementioned corporate performance goals detailed above, which were weighted 50% for each NEO (except forother than the CEO),CEO, who is weighted 100% based on the corporate performance goals, each NEO had additional individual pre-determined performance goals relating to their respective specific areas of responsibility and contribution to the Company, which comprised the remaining 50% of their 20222023 bonus determination. These individual performance goals relaterelated to each executive’s responsibilities and contributions toward the success and growth of the Company for the forthcoming year.Each NEO has a certain target bonus Given that is preapproved by the Compensation Committee. In 2021, the Compensation Committee determined that it was advisable to increase the target annual incentive of the CEO, CFO and COO to 110% of the CEO’s annual base salary and 80% of the CFO’s and COO’s base salary for 2022. The other two NEOs are eligible for up to eight months of such NEO’s monthly base salary. NEOs can achieve beyond their target bonus if the performance goals are exceeded. Each of the NEOs received a bonus under the compensation 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 the NEOs are summarized below:Mr. LandoMr. Lando’s entire bonus was based on the corporate performance goals described above and he was not eligible for any individual performance component.Mr. FaierThe Compensation Committee determined that Mr. Faier attained 49.4% of the 50% of his individual personal performance goals for 2022. His 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, support finance infrastructure, and managing all investor relation activities. In addition, Mr. Faier’s personal performance goals also included overseeing operationswere not met, the individual targets 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. BechorThe Compensation Committee determined that Mr. Bechor attained 49.1% of the 50% of his individual personal performance goals for 2022. His targets related to production, including meeting the manufacturing capacity and inventory levels established to meet the Company’s business plan, and meeting plans for delivery of the Company’s residential battery. 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 contract manufacturing facility in Mexico as well as the ramp of production of Sella 2, the Company’s manufacturing facility in South Korea. 
Ms. PrishkolnikThe Compensation Committee determined that Ms. Prishkolnik attained 47.0% of the 50% of her individual personal performance goals for 2022. Her targets included management of corporate governance matters, management of the Company’s intellectual property portfolio, and 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 leading the negotiation process of any relevant acquisitions.Mr. GalinThe Compensation Committee determined that Mr. Galin attained 42.0% of the 50% of his individual personal performance goals for 2022. His targets included, developing new inverter technologies, next generation optimizer, a next generation residential battery and a utility scale inverter. In addition, Mr. Galin’s personal performance goals included specific parameters defined to support the Company’s operations, sales and support departments. 
iswas contingent upon the Company meeting at least 70% of its Financial Goals and having a positiveyear over year growth of net incomeOur 2022 NEO bonuses were earned at 90.9% to 98.4% of target, which was a function of corporate performance for our CEO and a combination of corporate and individual performance for our other NEOs, as detailed above.NEO 2022 Bonus Target
($)2022 Actual Bonus
($)2022 Actual Bonus
as % of TargetZvi Lando 962,500 942,958 98.0% Ronen Faier 412,000 405,204 98.4% Uri Bechor 400,000 392,423 98.1% Rachel Prishkolnik 290,000 278,356 96.0% Yoav Galin 290,000 263,711 90.9% In late 2021, the Compensation Committee evaluated the equity compensation of Mr. Lando and other senior executives as part of the study performed by its independent consultant. Based on investor feedback,decided to removeremoved options from the Company’s long-term incentive program. Therefore, for all the NEOs, the award type mix is comprised of PSUs and RSUs, each weighted 50%. The Company believes that this ratio supports a performance based compensation program that aligns the NEOs’ interests with the interests of stockholders, and provides a balance between maximizing stockholder value (given that PSUs are tied to the TSR performance ranking of the Company, relative to the TSR of the companies that comprise the S&P 500 index) and retention (given that RSUs only become payable based upon continued service over time).20222023 PSUs were broken-up into three performance periods as follows: 25% based on a one-year performance period (2022); 25% based on a two-year performance period (2022-2023); and 50%vest based on a three-year performance period (2022-2024)’ with any earned amounts for each tranche becoming vested after performance for the applicable tranche is certified.(2023-2025). The possible level of payout for each tranche is as follows:
TSR Performance Relationship Threshold Target Maximum 
Median Shares Earned as a percent of Target 25% 100% 150% (1) PSUs granted in 2022 used multiple performance periods (with the tranche based on a single three-year performance period weighted more than the other tranches), in order to smooth the vesting gap from the previous equity award program which included stock options with a 4-year quarterly vesting schedule and PSUs with a 4-year annual vesting schedule (if performance was achieved in the year of grant). This was a one-time transition year action and the PSUs granted in 2023 are based entirely on a single three-year performance period (and otherwise structured consistent withperiod. When first implementing the new PSU program in 2022, PSUs in terms of the performance measurement structure).however, 25% of the PSUs granted in 2022 were subject to a one-yeartwo-year performance period, which ended on December 31, 2022. 2023.the fiscal year,2023, the Compensation Committee determined (based on a third partythird-party report) that the Company’s TSR for the period measured from January 1, 2022 to December 31, 20222023 of 0.96% compared to the constituents of the S&P 500 Index companies’ TSR over the same one-year period,negative 62.44% resulted in a positioning of 140481 out of the S&P 500 companies and translated to 142.9% of the PSUs subject to such one-year performance period becoming vested.2022,2023, we were party to employment agreements with Messrs. Lando, Faier, Bechor, Galin, BechorAdest and Ms. Prishkolnik. Each of these standardized employment agreements provides for employment of the NEO on an “at will” basis and provides 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, allAll executive management employment agreements provide for double-trigger equity vesting following a change of control event. See the sections below entitled “Executive Compensation Table Narrative-Employment Agreements” and “Potential Payments and Acceleration of Equity upon Termination or Termination in Connection with a Change in Control” for more information.For 2017 and prior years, generally limitedlimits the deductibility of compensation to $1 million per year per person for certain of our NEOs, unless compensation in excess of the limit qualified as “performance-based compensation.” Following the changes to the tax laws effective as of January 1, 2018, that eliminated the exception for “performance-based compensation”, we are unable to deduct compensation payable to NEOs in excess of $1,000,000 per year per NEO under US corporate income tax law. incentive compensation will be deductible under Section 162(m) of the Code will be a consideration, but not the decisive consideration, with respect to our Compensation Committee’s compensation determinations. Accordingly, our Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax deductible in order to achieve a strategic result that our Compensation Committee determines to be more appropriate. 
CompensationThis report shall not be deemed incorporated by reference or by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this report by reference and shall not otherwise be deemed filed under such Acts. 
The balance between annual and long-term compensation, including the fact that a significant portion of compensation is delivered in the form of equity incentives that vest over several years;PSUs are measured against the Company’s TSR relative to the TSR of companies on the S&P 500 index, and are subject to a three-year vesting period; The compensation committee’s ability to modify annual cash incentives to reflect the quality of earnings, individual performance, and other factors that it believes should influence compensation;Our management stock-selling restrictions encourage a longer-term perspective and align the interests of senior executives and the board, as applicable, with other stockholders; andrestatement.restatement.2022,2023, the year ended December 31, 2021,2022, and the year ended December 31, 2020.Name and Principal Position Year Salary
($)(1)(6)Option Awards
($)(2)Stock Awards
($)(2)(3)Non-Equity
Incentive Plan
Compensation
($)(1)(4)All Other
Compensation
($)(1)(5)Total
($)Zivi Lando –
Chief Executive Officer2022 850,952 - 5,499,905 942,958 131,090 (7) 7,424,905 2021 888,765 1,130,335 4,299,750 905,566 136,920 7,361,336 2020 477,133 1,019,977 1,979,899 526,516 76,185 4,079,710 Ronen Faier –
Chief Financial Officer2022 524,062 - 2,000,177 405,204 82,649 (8) 3,012,092 2021 547,350 410,970 1,584,859 334,724 85,862 2,963,765 2020 395,739 411,349 798,598 302,034 63,573 1,971,293 Uri Bechor –
Chief Operating Officer2022 498,118 - 2,000,177 392,423 78,708 (9) 2,969,426 2021 520,252 410,970 1,584,859 306,141 84,280 2,906,502 2020 385,526 327,384 635,498 282,884 63,044 1,694,336 Rachel Prishkolnik –
VP General Counsel and Corporate Secretary2022 441,040 - 1,499,846 278,356 68,199 (10) 2,287,441 2021 460,639 308,227 1,188,486 277,073 71,082 2,305,507 2020 352,668 327,384 635,498 261,010 55,694 1,632,254 Yoav Galin –
VP Research and Development2022 441,040 - 1,499,846 263,711 70,460 (11) 2,275,057 2021 460,639 308,227 1,188,486 251,263 73,419 2,282,034 2020 352,668 327,384 635,498 232,252 58,336 1,606,138 Name and Principal Position Year Salary
($)(1)Option Awards
($)(2)Stock Awards
($)(2)(3)Non-Equity Incentive Plan Compensation
($)(1)(4)All Other Compensation
($)(1)(5)Total
($)Zvi Lando - 2023 816,851 — — 125,306 (6) 7,500,450 Chief Executive Officer 2022 850,952 - 5,499,905 942,958 131,090 7,424,905 2021 888,765 1,130,335 4,299,750 905,566 136,920 7,361,336 Ronen Faier - 2023 503,614 — 2,219,298 — 79,410 (7) 2,802,322 Chief Financial Officer 2022 524,062 - 2,000,177 405,204 82,649 3,012,092 2021 547,350 410,970 1,584,859 334,724 85,862 2,963,765 Uri Bechor - 2023 480,931 — 2,219,298 — 74,766 (8) 2,774,995 Chief Operating Officer 2022 498,118 - 2,000,177 392,423 78,708 2,969,426 2021 520,252 410,970 1,584,859 306,141 84,280 2,906,502 Name and Principal Position Year Salary
($)(1)Option Awards
($)(2)Stock Awards
($)(2)(3)Non-Equity Incentive Plan Compensation
($)(1)(4)All Other Compensation
($)(1)(5)Total
($)Rachel Prishkolnik - 2023 423,683 - 1,513,030 - 64,874 (9) 2,001,587 VP General Counsel and Corporate Secretary 2022 441,040 - 1,499,846 278,356 68,199 2,287,441 2021 460,639 308,227 1,188,486 277,073 71,082 2,305,507 Yoav Galin - 2023 421,794 - 1,513,030 - 67,935(10) 2,002,759 Former VP Research and Development 2022 441,040 - 1,499,846 263,711 70,460 2,275,057 2021 460,639 308,227 1,188,486 251,263 73,419 2,282,034 Meir Adest - 2023 284,853 - 1,159,896 - 49,752(11) 1,494,501 Former Chief Product Officer (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) 22, 2023.26, 2024. 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 vesting or exercise will approximate the aggregate grant date fair value.value. (3) statement. Assuming attainment of the maximum level of performance, the values of the PSUs as of the grant date would be equal to $4,125,000 for Mr. Lando, $1,500,000 for Mr. Faier and Mr. Bechor, and $1,125,000 for Ms. Prishkolnik and Mr. Galin.statement. (4) Compensation.Compensation.
(5) allowance.allowance. (6) Salaries for 2022 in New Israeli Shekel did not change as compared to salaries for 2021. The Dollar amount of the salaries for 2022 appears to be lower as compared to 2021, due to exchange rate fluctuations of the USD versus the New Israeli Shekel.(7)$70,884$68,044 contribution by the Company to Mr. Lando’s severance fund and $60,206$57,262 in aggregate Company contributions to pension and Israeli Recreational funds and recuperation allowance.allowance. (8)(7)$43,654$41,951 contribution by the Company to Mr. Faier’s severance fund and $38,995$37,459 in aggregate Company contributions to pension and Israeli Recreational funds and recuperation allowance.allowance. (9)(8)$41,493$40,062 contribution by the Company to Mr. Bechor’s severance fund and $37,215$34,704 in aggregate Company contributions to pension and Israeli Recreational funds and recuperation allowance.allowance. (10)(9)$36,739$35,293 contribution by the Company to Ms. Prishkolink’s severance fund and $31,460$29,581 in aggregate Company contributions to pension and Israeli Recreational funds and recuperation allowance.allowance. (11)(10)$36,739$35,135 contribution by the Company to Mr. Galin’s severance fund and $33,721$32,800 in aggregate Company contributions to pension and Israeli Recreational funds and recuperation allowance.allowance.(11) 20222023 Grants of Plan-Based AwardsName Equity
Award
Grant
DateEstimated Future Payouts under
Non-Equity Incentive Plan AwardsEstimated Future Payouts under
Equity Incentive Plan Awards (2)All Other Stock Awards: Number of Shares of Stock or Units Grant Date Fair Value of Stock Threshold Awards ($)(3)
($)
($)(1)
($)
(#)
(#)
(#)Zivi Lando 962,500 01/03/22 9,736 2,749,933 02/14/22 2,416 9,666 14,499 2,749,972 Ronen Faier 412,000 01/03/22 3,540 999,873 02/14/22 879 3,516 5,274 1,000,304 Uri Bechor 400,000 01/03/22 3,540 999,873 02/14/22 879 3,516 5,274 1,000,304 Rachel Prishkolnik 290,000 01/03/22 2,655 749,905 02/14/22 659 2,636 3,954 749,941 Yoav Galin 290,000 01/03/22 2,655 749,905 02/14/22 659 2,636 3,954 749,941 Name Equity Award Grant Date Estimated Future Payouts under Non-Equity Incentive Plan Awards Estimated Future Payouts under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock or Units Grant Date Fair Value of Stock Awards ($)(3) Threshold ($) Target ($)(1) Maximum ($) Threshold (#) Target (#) Maximum (#) Zvi Lando $1,096,014 01-04-23 11,386 $3,308,316 02-08-23 2,586 10,343 15,515 $3,249,977 Ronen Faier $432,464 01-04-23 3,853 $1,119,528 02-08-23 875 3,500 5,250 $1,099,770 $412,986 01-04-23 3,853 $1,119,528 02-08-23 875 3,500 5,250 $1,099,770 $303,188 01-04-23 2,627 $763,301 02-08-23 597 2,386 3,579 $749,729 $301,863 01-04-23 2,627 $763,301 02-08-23 597 2,386 3,579 $749,729 $257,005 01-04-23 2,014 $585,188 02-08-23 457 1,829 2,744 $574,708 (1) (1)wouldare not be entitled to any payment if the Financial Goals under the plan wereare not achieved at 70% of target and a positive net income hadprofitability did not been achieved.improve year over year. For 2023, given that the financial parameters were not met by at least 70% of the target and profitability did not improve year over year, no cash compensation was awarded.(2) (2)2022,2023, which werewill be eligible to vest between 25%0 and 150% of the number of shares shown in the “Target” sub-column based on the Company’s total stockholder return (“TSR”) performance relative to the TSR performance of the companies in the S&P500 index, as of the valuation date. The amounts in the “Threshold” sub-column refer to the minimum numberamount of shares that will vest for a certain level of performance under the plan. The amounts in the “Target” sub-column refers to the numberamount of shares that will vest if the specified performance target is reached. The amounts in the “Maximum” sub-column refersrefer to the possible maximum numberamount of shares that will vest under the award.award.(3) (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 2ad to the audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 22, 2023.26, 2024. There can be no assurance that these awards will vest (in which case no value will be realized by the individual), or that the value upon vesting will approximate the aggregate grant date fair value. 
servesserved as our Vice President, Research and Development; andDevelopment until July 14, 2023; (5) an employment agreement with Mr. Bechor effective as of September 1, 2019, pursuant to which he serves as our Chief Operating Officer.affectedeffected 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 NEO’s base salary toward the policy for the severance pay component, 6.5% for the savings and risk component, 7.5% for the educational fund component, up to approximately $4,000 per year and up to 2.5% for disability insurance.
20222022,2023, including the applicable vesting dates. Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
ExercisableNumber of
Securities
Underlying
Unexercised
Options
UnexercisableOption
Exercise
Price ($)Option
Expiration
Date Number
of Shares
or Units of
Stock that
have not
VestedMarket
Value of
Shares or
Units of
Stock that
have not
Vested ($) *Equity Incentive
Plan Awards:
Number of
Unearned Units
that have not
Vested (#)Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Units
that have not
Vested ($)*2,922 - $38.05 02-Jan-28 - - - - 27,665 1,730 (1) $36.15 02-Jan-29 - - - - 19,011 5,941 (2) $101.81 02-Jan-30 - - - - 6,700 3,769 (3) $311.35 05-Jan-31 - - - - - - - - 951(4) $269,390 - - - - - - 6,078 (5) $1,721,715 - - - - - - 4,968 (6) $1,407,285 - - - - - - 3,004 (7) $ 850,943 - - - - - - 7,911 (8) $ 2,240,949 - - - - - - - - 7,128 (9) $2,019,148 5,119 - $14.85 14-Feb-27 - - - - 7,396 - $38.05 02-Jan-28 - - - - 27,665 1,730 (1) $36.15 02-Jan-29 - - - - 7,667 2,396 (2) $101.81 02-Jan-30 - - - - 2,436 1,371 (3) $311.35 05-Jan-31 - - - - - - - - 951 (4) $269,390 - - - - - - 2,452 (5) $694,578 - - - - - - 2,168 (6) $614,129 - - - - - - 728 (7) $ 206,221 - - - - - - 2,877 (8) $ 814,968 - - - - - - - - 2,593 (9) $734,519 3,815 1,907 (2) $101.81 02-Jan-30 - - - - 2,436 1,371 (3) $311.35 05-Jan-31 - - - - - - - - 2,727 (10) $772,477 - - - - - - 1,951 (5) $552,660 - - - - - - 2,168 (6) $614,129 - - - - - - 728 (7) $ 206,221 - - - - - - 2,877 (8) $ 814,968 - - - - - - - - 2,593 (9) $734,519 1,376 1,376 (1) $36.15 02-Jan-29 - - - - 1,907 1,907 (2) $101.81 02-Jan-30 - - - - 1,827 1,028 (3) $311.35 05-Jan-31 - - - - - - - - 757 (4) $214,435 - - - - - - 1,951 (5) $552,660 - - - - - - 1,626 (6) $460,597 - - - - - - 546 (7) $154,665 - - - - - - 2,158 (8) $611,297 - - - - - - - - 1,944 (9) $550,677 2,499 - $5.01 29-Oct-24 - - - - 8,400 - $25.09 19-Aug-25 - - - - 17,784 - $17.14 23-Aug-26 - - - - 40,948 - $14.85 14-Feb-27 - - - - 19,721 - $38.05 02-Jan-28 - - - - 22,007 1,376 (1) $36.15 02-Jan-29 - - - - 6,102 1,907 (2) $101.81 02-Jan-30 - - - - 1,827 1,028 (3) $311.35 05-Jan-31 - - - - - - - - 757 (4) $214,435 - - - - - - 1,951 (5) $552,660 - - - - - - 1,626 (6) $460,597 - - - - - - 546 (7) $154,665 - - - - - - 2,158 (8) $611,297 - - - - - - - - 1,944 (9) $550,677 Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise
PriceOption Expiration
DateNumber of Shares or Units of Stock that have not Vested Market Value of Shares or Units of Stock that have not Vested ($)* Equity Incentive Plan Awards: Number of Unearned Units that have not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Units that have not Vested ($)* Zvi Lando 2,922 - $38.05 02-Jan-28 - - - - 27,665 - $36.15 02-Jan-29 - - - - 19,011 1,189(1) $101.81 02-Jan-30 - - - - 6,700 2,094(2) $311.35 05-Jan-31 - - - - - - - - 1,216 (3) - - - - - - 2,760 (4) - - - - - - 1,669 (5) - - - - - - 5,477 (6) - - - - - - - - - - - - - - - - 4,720 (7) $441,792 - - - - 9,252 (8) $865,987 - - - - - - - - 10,343 (9) $968,105 Ronen Faier 5,119 - $14.85 14-Feb-27 - - - - 7,396 - $38.05 02-Jan-28 - - - - 27,665 - $36.15 02-Jan-29 - - - - 7,667 480 (1) $101.81 02-Jan-30 - - - - 2,436 762 (2) $311.35 05-Jan-31 - - - - - - - - 491 (3) $ 45,958 - - - - 1,205 (4) $ 112,788 - - - - - - 405 (5) $ 37,908 - - - - - - 1,992 (6) $ 186,451 - - - - - - - - 1,717 (7) $ 160,711 - - - - 3,131 (8) $ 293,062 - - - - 3,500 (9) $ 327,600 Uri Bechor 3,815 382 (1) $101.81 02-Jan-30 - - - - 2,436 762 (2) $311.35 05-Jan-31 - - - - - - - - 391 (3) $ 36,598 - - - - - - 1,205 (4) $ 112,788 - - - - - - 405 (5) $ 37,908 - - - - - - 1,992 (6) $ 186,451 - - - - - - - - 1,717 (7) $ 160,711 - - - - 3,131 (8) $ 293,062 - - - - 3,500 (9) $ 327,600 Rachel Prishkolnik 1,376 - $36.15 02-Jan-2029 - - - - 1,907 382 (1) $101.81 02-Jan-2030 - - - - 1,827 571 (2) $311.35 05-Jan-2031 - - - - - - - - 391 (3) $ 36,598 - - - - - - 904 (4) $ 84,614 - - - - - - 304 (5) $ 28,454 - - - - - - 1,494 (6) $ 139,838 - - - - - - - - 1,287 (7) $ 120,463 - - - - 2,135 (8) $ 199,836 - - - - - - - - 2,386 (9) $ 223,330 * Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise
Price ($)Option Expiration
DateNumber of Shares or Units of Stock that have not Vested Market Value of Shares or Units of Stock that have not Vested ($)* Equity Incentive Plan Awards: Number of Unearned Units that have not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Units that have not Vested ($)* Yoav Galin 2,499 - $5.01 29-Oct-24 - - - - 8,400 - $25.09 19-Aug-25 - - - - 17,784 - $17.14 23-Aug-26 - - - - 40,948 - $14.85 14-Feb-27 - - - - 19,721 - $38.05 02-Jan-28 - - - - 22,007 - $36.15 02-Jan-29 - - - - 6,102 382 (1) $101.81 02-Jan-30 - - - - 1,827 571 (2) $311.35 05-Jan-31 - - - - - - - - 391 (3) $ 36,598 - - - - - - 904 (4) $ 84,614 - - - - - - 304 (5) $ 28,454 - - - - - - 1,494 (6) $ 139,838 - - - - - - - - 1,287 (7) $ 120,463 - - - - 2,135 (8) $ 199,836 - - - - - - 2,386 (9) $ 223,330 Meir Adest 743 248 (1) $101.81 02-Jan-30 - - - - 1,401 438 (2) $311.35 05-Jan-31 - - - - - - - - 254 (3) $ 23,774 - - - - - - 693 (4) $ 64,865 - - - - - - 233 (5) $ 21,809 - - - - - - 1,145 (6) $ 107,172 - - - - - - - - 987 (7) $ 92,383 - - - - 1,637 (8) $ 153,223 - - - - - - - - 1,829 (9) $ 171,194 * 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, 20222023 ($283.27)93.60).(1) (1)The shares subject to the stock option vest over a four-year period commencing February 28, 2019, with 1/16 of the shares vesting quarterly thereafter.(2)The shares subject to the stock option vest over a four-year period commencing February 28, 2020 with 1/16 of the shares vesting quarterly thereafter. (2) (3)The shares subject to the stock option vest over a four-year period commencing February 28, 2021 with 1/16 of the shares vesting quarterly thereafter. (3) (4)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.(5)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. (4) (6)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. (5) (7)The shares subject to the RSU vest over a four-year period commencing on February 28, 2021, with 25% of the shares vestvesting after 12 months and 1/12 of the shares vestvesting quarterly thereafter.thereafter(6) (8)The shares subject to the RSU vest over a four-year period commencing on February 28, 2022, with 1/16 of the shares vesting quarterly thereafter. (7) (9)The PSUs arePSU award is based on TSR Performance whereby 33.3% areand is eligible to vest upon completion of the performance period that ends on December 31, 2024.(8) The shares subject to 2 yearsthe RSU vest over a four-year period commencing on February 28, 2023, with 1/16 of the shares vesting quarterly thereafter.(9) The PSU award is based on TSR Performance and subject to a three-year vesting period that ends on December 31, 2023, and 66.6% are subject to 3 years vesting period that ends on December 31, 2024.2025.(10)The RSUs vest over a four-year period commencing on November 30, 2019; 25% of the shares vested after 12 months and 1/12 of the shares vest quarterly thereafter.
2022,2023, for each NEO. Option Awards Stock Awards Name: Number of Shares
Acquired on ExerciseValue Realized upon
Exercise ($)(1)Number of Shares
Acquired on VestingValue Realized on
Vesting ($)(2)Zvi Lando 19,399 $5,968,464 19,376 $5,446,506 Ronen Faier - - 9,994 $2,808,380 Uri Bechor 2,287 $544,741 7,798 $2,193,262 Rachel Prishkolnik 11,933 $2,844,563 9,029 $2,537,408 Yoav Galin - - 7,936 $2,229,564 Option Awards Stock Awards Name Number of Shares
Acquired on ExerciseValue Realized upon
Exercise ($)(1)Number of Shares Acquired on Vesting Value Realized on Vesting ($)(2) Zvi Lando 13,924 $2,990,340 Ronen Faier 5,805 $1,307,967 Uri Bechor 7,180 $1,505,006 Rachel Prishkolnik 4,437 $1,004,935 Yoav Galin 4,437 $1,004,935 Meir Adest 1,439 $356,991 3,156 $ 711,702 (1) (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) (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. )), 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.that occurs prior to the completion of the Performance Period, the PRSUsPSUs shall be converted into time-based restricted stock units based on performance through the date of the Change in Control that will vest in full on the last day of the respective one-year, two-year or three-year performance period, as applicable and subject to Continuous Service through each such date. In the event of a termination by the Company without Cause within 12 months following the date of the Change in Control, any unvested time-based restricted stock units will accelerate on the date of such termination.
202220232022,2023, triggering date and, where applicable, using a price per share for our common stock of $283.27$93.60 (the closing price of a share of our common stock as of the last trading day of the year ended December 31, 2022)2023).ZiviZvi LandoTermination
upon Death
of Employee ($)Termination
for Cause ($)Resignation by the
Company ($)Termination w/o Cause - - - 10,015,002$ 3,316,903Total - - - 10,015,002$ 3,316,903 (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, 2022,2023, 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, 2022.2023.Ronen Faier Termination
upon Death
of Employee ($)Termination
for Cause ($)Resignation by the
Company ($)Termination w/o Cause - - - 4,196,100$ 1,164,478Total - - - 4,196,100$ 1,164,478 (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, 2022,2023, 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, 2022.2023.Uri Bechor Termination
upon Death
of Employee ($)Termination
for Cause ($)Resignation by the
Company ($)Termination w/o Cause - - - 4,041,018$1,155,118Total - - - 4,041,018$1,155,118 (1) The value realized is based on the difference between the exercise price of the stock options and the closing price of our common stock on the last trading day of the year ended December 31, 2022,2023, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2022.2023.Rachel Prishkolnik Termination
upon Death
of Employee ($)Termination
for Cause ($)Resignation by the
Company ($)Termination w/o Cause - - - 3,230,412$ 833,134Total - - - 3,230,412$ 833,134 (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, 2022,2023, 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, 2022.2023.
Yoav Galin Termination
upon Death
of Employee ($)Termination
for Cause ($)Resignation by the
Company ($)Termination w/o Cause - - - 3,230,412$833,134Total - - - 3,230,412$833,134 (1) 2022,2023, and, in the case of RSUs and PSUs, the number of units that would have vested multiplied by the closing price of our common stock on the last trading day of the year ended December 31, 2022.2023.Meir Adest Termination
upon Death
of Employee ($)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 ($) - - - $698,630 Total - - - $698,630 (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, 2023, 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, 2023. 2022 CEO Pay Ratio20222023 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2022,2023, other than Mr. Lando, was $92,427.$74,340. Mr. Lando’s 20222023 annual total compensation was $7,424,905$7,500,450 and the ratio of these two amounts was 80.3100.9 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.20222023 base salary earned during the year and target annual cash incentive for the 20222023 performance year, which we annualized for any permanent employee who did not work for the entire year.
2022 Summary
Compensation Compensation Average
Summary Average
CompensationValue of Initial Fixed $100
Investment Based On: Year Table Total for
PEO ($)(1)
Actually Paid
to PEO ($)(2)Compensation
Table Total
for Non-PEO
NEOs ($) (3)Actually Paid
to Non-PEO
NEOs ($) (2)Total
Stockholder
Return(4)Peer Group
Total
Stockholder
Return(4)Net Income
(in $ '000)Revenue
(in $ '000) (5)2022 7,424,905 8,059,218 2,636,004 2,906,092 297.90 236.28 93,779 3,110,279 2021 7,361,336 4,432,838 2,614,452 1,155,059 295.06 249.34 169,170 1,963,865 2020 4,079,710 22,873,251 1,726,006 12,553,361 335.60 332.88 140,322 1,459,271 Year Summary Compensation Table Total for PEO ($)(1) Compensation Actually Paid to PEO ($)(2) Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) Average Compensation Actually Paid to Non-PEO NEOs ($) (2) Value of Initial Fixed $100 Investment Based On: Net Income (in $ '000) Revenue (in $ '000) (5) Total Stockholder Return(4) Peer Group Total Stockholder Return(4) 2023 7,500,450 (2,219,853) 2,215,233 (607,303) 98.43 172.82 34,329 2,976,528 2022 7,424,905 8,059,218 2,636,004 2,906,092 297.90 236.28 93,779 3,110,279 2021 7,361,336 4,432,838 2,614,452 1,155,059 295.06 249.34 169,170 1,963,865 2020 4,079,710 22,873,251 1,726,006 12,553,361 335.60 332.88 140,322 1,459,271 (1)The amounts reported for Mr. Lando (our Chief Executive Officer) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to the Executive Compensation Tables – Summary Compensation Table. (2)SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance” table above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEO). The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.Compensation Actually Paid to PEO 2022 2021 2020 Summary Compensation Table Total 7,424,905 7,361,336 4,079,710 Less, value of Stock Awards reported in Summary Compensation Table (5,499,905) (5,430,085) (2,999,876) Plus, year-end fair value of outstanding and unvested equity awards granted in the year 4,260,098 4,267,157 8,838,241 Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years 164,004 (1,399,216) 8,285,223 Plus, fair value as of vesting date of equity awards granted and vested in the year 1,542,483 606,385 1,177,822 Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year 167,635 (972,739) 3,492,132 Compensation Actually Paid to Mr. Lando 8,059,218 4,432,838 22,873,251 Average Compensation Actually Paid to Non-PEO NEOs 2022 2021 2020 Average Summary Compensation Table Total 2,636,004 2,614,452 1,726,006 Less, average value of Stock Awards reported in Summary Compensation Table (1,750,012) (1,746,271) (1,024,648) Plus, average year-end fair value of outstanding and unvested equity awards granted in the year 1,355,730 1,327,041 3,018,933 Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years 59,705 (721,319) 6,004,022 Plus, average fair value as of vesting date of equity awards granted and vested in the year 490,488 223,432 402,245 Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year 114,176 (542,275) 2,426,802 Compensation Actually Paid to Average Non-PEO NEOs 2,906,092 1,155,059 12,553,361 Compensation Actually Paid in 2023 Compensation Actually Paid
to PEOAverage Compensation Actually Paid
to non-PEO NEOsSummary Compensation Table Total 7,500,450 2,215,233 Less, value of Stock Awards reported in Summary Compensation Table (6,558,293) (1,724,910) Plus, year-end fair value of outstanding and unvested equity awards granted in the year 1,834,092 482,414 Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years (3,474,041) (1,072,755) Plus, fair value as of vesting date of equity awards granted and vested in the year 374,703 98,442 (1,896,764) (605,727) (2,219,853) (607,303) (3) (3)The dollar amounts represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Lando) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in all applicable years are as follows: in 2023, Ronen Faier, Uri Bechor, Rachel Prishkolnik, Yoav Galin and Meir Adest and in 2022, 2021 and 2020, Ronen Faier, Uri Bechor, Rachel Prishkolnik and Yoav Galin.(4)(4) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the Invesco Solar ETF index. (5) (5)Represents total annual revenue. 
Company vs Peer Group TSR and
Compensation Actually Paid
Compensation Actually Paid vs
Net Income
Revenue 
Compensation Actually Paid vs
Revenue
1.Revenue2.Gross Margin3.Operating Profitability
20222023 Transactions with Related Persons
2419 of this Proxy Statement.20222023 Annual Report on Form 10-K for the year ended December 31, 2022,2023 and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.2022. 2022.2023. In addition, the Audit Committee discussed with Kost Forer Gabbay & Kasierer, a member of EY Global 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’sKost Forer Gabbay & Kasierer’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with Kost Forer Gabbay & Kasierer, a member of EY Global its independence from the Company.2022,2023 for filing with the SEC.Avery More
HamadaHaMada Street, Herzeliya, Israel, 46733351, 20235, 202420232024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at Gibson, Dunn & Crutcher LLP’sthe Company’s offices located at 200 Park Ave, New York, NY 10166 at 9 am eastern time.700 Tasman Dr. Milpitas, CA 95035 Pacific Daylight Time. The Notice and the proxy materials, including this Proxy Statement, were first made available to stockholders on or about April [●], 2023.26, 2024. Stockholders of record can access the proxy materials by following instructions in the Notice and visiting www. proxyvote.comwww.proxyvote.com. Beneficial owners should review these proxy materials and their voting instruction card or Notice for how to vote in advance of and participate in the Annual Meeting. Electronic copies of this Proxy Statement and our 20222023 Annual Report are also available at the Company’s website at http://investors.solaredge.com.3, 20238, 2024 (the “Record Date”), will be entitled to vote at the Annual Meeting. At the close of business on April 3, 2023,8, 2024, we had [●]57,298,690 shares of common stock outstanding and entitled to vote.
For Proposal No. 11.1.
Proposal No. 2
2023-2024- requires the affirmative vote of the holders of a majority of the voting power of the stock, present or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes against this Proposal No. 2. While there should be no “broker non-votes” in respect of this proposal, if there were any such broker non-votes, any such broker non-votes will have no effect on this Proposal No. 2.2 
Proposal No. 3decisions.decisions.
Proposal No. 4Vote to Indicate, on an Advisory and Non-Binding Basis, the Preferred Frequency of Future Stockholder Advisory Votes to Approve the Compensation of Our Named Executive Officers (the “Say-on-Frequency” vote) - requires the affirmative vote of the holders of a majority of the voting power of the stock present or represented by proxy and entitled to vote on the matter. Stockholders will be able to vote for EVERY YEAR, EVERY 2 YEARS, or EVERY 3 YEARS, or ABSTAIN. Abstentions will have the same effect as votes against this Proposal No. 4. “Broker non-votes” will have no effect on this Proposal No. 4. However, because this proposal has three possible substantive responses (EVERY YEAR, EVERY 2 YEARS, and EVERY 3 YEARS), if none of the frequency alternatives receives the affirmative vote of the holders of a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote on the matter, we will consider stockholders to have recommended the frequency that receives a plurality of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter. Proposal No. 5Amendment of the Company's Certificate of Incorporation to Declassify the Board and Phase-In Annual Elections - requires the affirmative vote of the holders of at least 662/3% of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and “broker non-votes” will have the same effect as votes against this Proposal No. 5. Proposal No. 6Amendment of the Company's Certificate of Incorporation to Remove the Supermajority Voting Requirements to Amend Certain Provisions of the Company’s Certificate of Incorporation and Bylaws - requires the affirmative vote of the holders of at least 662/3% of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and “broker non-votes” will have the same effect as votes against this Proposal No. 6. Proposal No. 7Amendment of the Company's Certificate of Incorporation to Add a Federal Forum Selection Provision for Causes of Action under the Securities Act of 1933 - requires the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote on the matter. Abstentions and “broker non-votes” will have the same effect as votes against this Proposal No. 7.
20232024 Annual Meeting and helps to conserve natural resources.[●], 2023,26, 2024, we mailed the Notice in the form of a mailing titled “Important Notice Regarding the Availability of Proxy Materials.” The Notice contains instructions on how to access the Proxy Materials on the Internet and how to vote.www.proxyvote.com.www.proxyvote.com. Stockholders can also sign up to receive proxy materials electronically by visiting www.proxyvote.com. SolarEdge will make a $1.00 donation to Conservation International for every stockholder who signs up for electronic delivery.3, “FOR” “EVERY YEAR” on Proposal No. 4 and “FOR Proposal Nos. 5, 6 and 7.
2022,2023, we determined that all required reports have been properly and timely filed other than the following(i) one Form 4s, due to administrative errors and the fact that the Company’s headquarters in Israel work Sundays through Thursdays: five4 for Mr. Adest reporting late five transactions, threewhich disclosed one transaction that was inadvertently not disclosed in 2022 because this transaction was not reported to the Company; and (ii) one Form 4 for Mr. Lando reporting late three transactions, two for Mr. Bechor reporting latedisclosing two transactions two for Mr. Faier reporting late two transactions, two for Mrs. Prishkolnik reporting late two transactions and one for Mr. Galin reporting late one transaction.that was not timely filed due to an administrative error. The Company continues to take measures to prevent these delays in filings in the future.20232025 Annual Meeting20242025 proxy statement for the proxy relating to our 20242025 annual meeting of stockholders (the “2024“2025 Annual Meeting”) must be received by the Company at the principal executive offices of the Company no later than the close of business inon December [●], 2023.27, 2024. Such proposals also must comply with the other rules of the Securities and Exchange Commission relating to Rule 14a-8 stockholders’ proposals.20242025 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 (including information required under Rule 14a-19) must be delivered to the Company’s Corporate Secretary at our principal executive offices no earlier than the close of business on February 2, 2024,5, 2025 and no later than the close of business March 3, 2024.20242025 Annual Meeting is more than 30 days before or more than 30 days after the anniversary date of our 20232024 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 20242025 annual meeting and not later than the close of business on the later of the 90th day prior to the 20242025 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.
HamadaHaMada Street Herziliya, Israel, 4673335.atAt Annual Stockholder MeetingsFiveAll members of the Company’s Board attended the Company’s 20222023 annual stockholder meeting.investors@solaredge.com.2022,2023, 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.
Reconciliation of GAAP to Non-GAAP
Net income Year ended December 31, 2022 December 31, 2021 Net income (GAAP) 93,779 169,170 Revenues from finance component (614) (418) Cost of product adjustment 4,314 ---- Stock-based compensation 145,539 102,593 Amortization and depreciation of acquired assets 9,478 10,812 Loss (gain) from assets sale and disposal (1,053) (117) Goodwill impairment and other operating expenses, net 117,941 1,350 Notes due 2025 2,916 2,903 Noncash interest 7,038 5,771 Unrealized gains (losses) (170) (541) Currency fluctuation related to lease standard (11,187) 2,007 Gain from sale of investment in privately held company (7,719) ---- Uncertain tax positions - (9,007) Deferred taxes (9,067) (11,639) Net income (non-GAAP) 351,195 272,884 Reconciliation of GAAP to Non-GAAP
Net diluted earnings per share December 31, 2022 December 31, 2021 Net diluted earnings per share (GAAP) 1.65 3.06 Revenues from finance component (0.01) (0.01) Cost of product adjustment 0.08 ---- Stock-based compensation 2.43 1.77 Amortization and depreciation of acquired assets 0.16 0.19 Loss (gain) from assets sale and disposal (0.02) ---- Goodwill impairment and other operating expenses, net 2.00 0.02 Notes due 2025 0.01 0.02 Noncash interest 0.12 0.10 Unrealized gains (losses) - (0.01) Currency fluctuation related to lease standard (0.19) 0.03 Gain from sale of investment in privately held company (0.13) - Uncertain tax positions - (0.16) Deferred taxes (0.15) (0.20) Net diluted earnings per share (non-GAAP) 5.95 4.81 
December 31, 2023 December 31, 2022 Net income (GAAP) 34,329 93,779 Revenues from finance component (834) (614) Discontinued operation 37,036 4,314 Stock-based compensation 149,945 145,539 Amortization of stock-based compensation capitalized in inventories 1,100 ---- Amortization and depreciation of acquired assets 7,969 9,478 Restructuring charges 23,154 ---- Assets impairment 30,790 119,141 Loss (gain) from assets sales and disposal (1,262) (2,603) Certain litigation and other contingencies 1,786 ---- Acquisition costs 135 350 Unrealized losses (gains) ---- 119 Currency fluctuation related to lease standard (3,055) (11,187) Loss (gain) from sale of investments 193 (8,008) Income tax adjustment (45,896) (9,067) equity method adjustments 350 Net income (non-GAAP) 248,443 351,195 December 31, 2023 December 31, 2022 Net diluted earnings per share (GAAP) 0.60 1.65 Revenues from finance component (0.01) (0.01) Discontinued operation 0.64 0.08 Stock-based compensation 2.57 2.43 Amortization of stock-based compensation capitalized in inventories 0.02 ---- Amortization and depreciation of acquired assets 0.14 0.16 Restructuring charges 0.40 ---- Assets impairment 0.53 2.02 Loss (gain) from assets sales and disposal (0.02) (0.02) Certain litigation and other contingencies (0.16) ---- Acquisition costs 0.01 (0.02) Non cash interest expense 0.21 0.13 Unrealized losses (gains) ---- 0.00 Currency fluctuation related to lease standard (0.05) (0.19) Loss (gain) from sale of investments 0.00 (0.13) Income tax adjustment (0.76) (0.15) equity method adjustments 0.00 ---- Net diluted earnings per share (non-GAAP) 4.12 5.95 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY
SOLAREDGE TECHNOLOGIES, INC.
The Board of Directors recommends you vote
FOR each of the following nominees:1 Election of Director Nominees Named in the Proxy Statement Nominees For Against Abstain 1a. Zvi Lando ☐ ☐ ☐ 1b. Avery More ☐ ☐ ☐ 1c. Nadav Zafrir ☐ ☐ ☐ The Board of Directors recommends you vote FOR Proposals 2 and 3: For Against Abstain 2 Ratification of appointment of Kost Forer Gabbay & Kasierer, a member of EY Global as independent registered public accounting firm for the year ending December 31, 2024. ☐ ☐ ☐ 3 Approval of, on an advisory and non-binding basis, the compensation of our named executive officers (the “Say-on-Pay” vote). ☐ ☐ ☐ 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 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 APPENDIX B-1Declassification AmendmentSubject to approval byImportant Notice Regarding the requisite voteAvailability of stockholders of the Company, Section 5.2 of Article V of the Amended and Restated Certificate of Incorporation of SolarEdge Technologies, Inc. would be amended to read in their entirety as follows, with additions indicated by double underlining and deletions indicated by strikeouts:Section 5.2 Classification.(a) Effective upon the date of filing of this Amended and Restated Certificate of Incorporation (the “Effective Date”), theThe Board of Directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”)) shall be and are divided into three classes, as nearly equal in number as possible, with the terms of the class designated Class I, Class II andas the “Class III. Class I” directors shall initially serve until the firstexpiring at the 2024 annual meeting of stockholders following the Effective Date; Class II, the terms of the class designated as the “Class I” directors shall initially serve until the second expiring at the 2025 annual meeting of stockholders following the Effective Date; and Class III directors shall initially serve until the third, and the terms of the class designated as the “Class II” directors expiring at the 2026 annual meeting of stockholders following the Effective Date. Commencing with the first; provided that such division of directors into classes shall terminate upon the election of directors at the 2026 annual meeting of stockholders following the Effective Date, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In. Each director elected by the stockholders at the 2024 annual meeting of stockholders and thereafter shall serve for a term expiring at the next succeeding annual meeting of stockholders. Directors shall hold office until their successors have been duly elected and qualified, subject however, to prior death, resignation, disqualification or removal from office. Until the election of directors at the 2026 annual meeting of stockholders, in case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members ofin the manner determined by the Board of Directors already in office to Class I, Class II or Class III, with such assignment becoming effective as of the Effective Date.(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. AnySubject to the rights of the holders of any outstanding series of Preferred Stock, any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified, provided, however, that, each director so chosen after the election of directors at the 2026 annual meeting of stockholders shall serve for a term expiring at the next succeeding annual meeting of stockholders and until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.(c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon (i) until the election of directors at the 2026 annual meeting of stockholders, only for cause and (ii) from and after the election of directors at the 2026 annual meeting of stockholders, with or without cause.(d) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and upon commencement andProxy Materials for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. In case any vacancy shall occur among the Preferred Stock Directors, a successor may be elected by the holders of Preferred Stock pursuant to said provisions. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate Annual Meeting(in which case each such director thereupon shall cease to be qualified as,held on June 5, 2024:
The 2024 Notice and shall cease to be, a director) Proxy Statement and the total authorized number of directors of the Corporation shall be automatically reduced accordingly.
are available at www.proxyvote.com.APPENDIX B-2Elimination of Supermajority Voting Requirements AmendmentSubject to approval by the requisite vote of stockholders of the Company, Sections 9.1 and 9.2 of Article IX of the Amended and Restated Certificate of Incorporation of SolarEdge Technologies, Inc. would be amended to read in their entirety as follows, with additions indicated by double underlining and deletions indicated by strikeouts:Article IXAMENDMENTSection 9.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation;provided,however, that except as otherwise provided in this Certificate of Incorporation and in addition to any requirements of law, the affirmative vote of the holders of at least 662/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal, or adopt any provision inconsistent with Article IV, Article V, Article VI, Article VII, or this Article IX.Section 9.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation or the Bylaws of the Corporation, and in addition to any requirements of law, the affirmative vote of the holders of at least 662/3%a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, Section 2.2, Section 2.10, Section 2.11, Article III, Article VI, Section 7.6 or Article X of the Bylaws of the Corporation.
APPENDIX B-3Federal Forum Selection for the Securities Act Claims AmendmentSubject to approval by the requisite vote of stockholders of the Company, Article XI of the Amended and Restated Certificate of Incorporation of SolarEdge Technologies, Inc. would be amended to read in their entirety as follows, with additions indicated by double underlining and deletions indicated by strikeouts:ARTICLE XIFORUM FOR ADJUDICATION OF DISPUTESUnless the Corporation consents, in writing, selects or consents to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any stockholder (including any beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by current or former any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). In addition, unless the Corporation, in writing, selects or consents to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any complainant asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.If any provision of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
HaMada 1
Herzliya, Israel
Annual Meeting of Stockholders
June 5, 2024, 9:00 a.m. PDT
