Independent
Tenure on this board
11.9 yrs
8 nominees · 3 ballot items.
Elect eight directors to the board; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the appointment of Kesselman & Kesselman (a member firm of PwC) as the Company’s independent registered public accounting firm for 2026.
Elect eight director nominees (Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Dafna Sharir, Stanley B. Stern, and Byron G. Wong) to serve one-year terms expiring at the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy (CD&A, compensation tables and related narrative).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy statement. Management seeks this annual affirmation to validate its pay-for-performance philosophy, which uses a mix of salary, annual cash bonuses tied to Company and individual metrics (revenue, adjusted EBITDA and specific operational targets), and long-term equity awards consisting of PSUs (50% relative TSR, 50% megawatt capacity growth) and RSUs. The Compensation Committee emphasizes a heavy weighting toward at‑risk and multi‑year incentives to align executives’ interests with long‑term value creation and retention. The proxy explains that PSUs vest subject to three‑year performance periods with caps (including a TSR cap if absolute TSR is negative) and MW targets intended to drive organic capacity growth; RSUs provide service-based retention. Management notes engagement with major stockholders and that prior say‑on‑pay received strong support (~86% in 2025), which it uses as evidence that the program is broadly acceptable to investors. The Board recommends a FOR vote, arguing that the program balances short‑term operational accountability with long‑term shareholder alignment, is benchmarked to market practices, and includes governance safeguards (independent committee oversight, independent compensation consultant, clawback policy, anti‑hedging/pledging rules). Potential shareholder concerns could include the complexity and disclosure of MW targets (not disclosed prospectively for competitive reasons) and the use of relative TSR versus absolute performance; management counters that disclosing MW targets prospectively would cause competitive harm and that the mix of TSR and MW metrics mitigates single‑metric risk. Overall, the proposal is framed as a routine advisory mechanism for shareholders to express views on compensation, with management presenting both quantitative results (revenue and adjusted EBITDA achievement) and qualitative CEO goals as justification for recommended payouts.
Ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (PwC), as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.66% | 5,319,968 | $595M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.88% | 2,998,146 | $336M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 2,626,378 | $294M |
| 4 | STATE STREET CORP | 3.97% | 2,438,843 | $273M |
| 5 | BlackRock, Inc. | 3.23% | 1,985,175 | $222M |
| 6 | Clal Insurance Enterprises Holdings Ltd | 3.13% | 1,925,086 | $215M |
| 7 | Global Alpha Capital Management Ltd. | 2.92% | 1,791,348 | $200M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.89% | 1,775,566 | $199M |
| 9 | CANADA PENSION PLAN INVESTMENT BOARD | 2.59% | 1,593,874 | $178M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.51% | 1,539,385 | $172M |
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