Byron G. Wong
ORMAT TECHNOLOGIESAbout Byron G. Wong
Independent director of Ormat Technologies since July 2017; age 73. Member of the Audit Committee and Sustainability Committee. Former Chevron/Texaco senior executive with 31+ years in global power and geothermal development; private energy consultant since 2012. Education: BA Economics (UCLA) and MBA (UCLA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Global Power Company | SVP – Commercial Development (Asia); member of decision review board for geothermal in Indonesia/Philippines | 2001–2012 | Led IPP development to monetize gas; oversight of regional geothermal opportunities |
| Texaco Power & Gasification (Singapore) | Founded and staffed initial Asia office | 1999–2001 | Established regional presence for power/gasification initiatives |
| Texaco Europe (London) | Director New Business Development (Downstream) CEE/FSU; later VP Upstream Corporate Development (Europe, Eurasia, MENA) | 1995–1999 (Director); 1998–1999 (VP) | Led downstream market entries; M&A for upstream oil & gas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Self-employed | Private energy consultant | 2012–present | Focus on energy/power projects globally |
Board Governance
- Independence: Board determined all nominees except the Chairman (Angel) are independent; Wong deemed independent, including for committee service.
- Committees: Audit Committee member (6 meetings in 2024); Sustainability Committee member (2 meetings in 2024). Not a chair.
- Attendance: In 2024, the Board met 7 times; no director attended fewer than 75% of combined Board and committee meetings.
- Board structure: Separate Chair and CEO; Lead Independent Director (S. Stern) appointed given non‑independent Chair.
- Board refresh/term limits: 15‑year term limit policy; mix of tenure maintained; Wong has served since 2017.
- Overboarding: Policy limits ≤4 public boards; ≤3 audit committees; Wong’s current public company directorships are not listed (none disclosed).
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $95,000 | Standard non‑employee director cash retainer |
| Annual Equity Grant (RSUs) | $120,000 | RSUs vest in full on first anniversary of grant |
| Total FY2024 Director Compensation | $215,000 | Fees + stock awards for Wong |
| FY2025 Program Update | Equity grant increased to $130,000 for non‑chair directors | Chair retainers also increased (not applicable to Wong unless appointed) |
Performance Compensation
Directors do not receive performance‑based pay; equity is time‑based RSUs vesting on the first anniversary of grant. Anti‑hedging and anti‑pledging policies apply to directors.
| Equity Detail (as of 12/31/2024) | Amount |
|---|---|
| Unvested RSUs (Wong) | 1,753 |
| Unexercised SARs (Wong) | 2,525 |
| RSU Vesting Schedule | Director RSUs vest in full on first anniversary |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Wong in the nominee biography (others list boards where applicable).
- Potential interlocks/overlaps with competitors/suppliers: None disclosed.
- Related‑party transactions: The proxy’s related‑person transaction policy requires Audit Committee review; independence determinations list Wong as independent, and the proxy does not identify any transaction involving him.
Expertise & Qualifications
- Deep domain experience in energy and power project development across Asia, Europe, and the Middle East; geothermal oversight experience directly relevant to Ormat’s core operations.
- Financial and strategic acumen from senior commercial development and M&A roles.
- Academic credentials in economics and business (UCLA BA; UCLA MBA).
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (shares) | 17,521 shares |
| Shares outstanding (for context) | 60,610,141 shares (as of 3/12/2025) |
| Ownership % of outstanding | ~0.0289% (17,521 ÷ 60,610,141) |
| Unvested RSUs | 1,753 |
| Unexercised SARs | 2,525 |
| Hedging/Pledging | Company prohibits hedging and pledging by directors; no pledging disclosure for Wong in proxy. |
Governance Assessment
- Positives: Independent director with directly relevant geothermal and global power expertise; service on Audit and Sustainability Committees strengthens oversight of financial reporting, ESG, and climate‑related risks/opportunities. Compensation structure for directors is balanced (cash + time‑based RSUs), aligning with shareholder interests; robust anti‑hedging/pledging and clawback policies reinforce alignment. 2024 say‑on‑pay support (~86%) signals investor comfort with compensation governance.
- Risks/Watch‑items: Beneficial ownership level is modest (typical for U.S. non‑employee directors) and no director‑specific ownership guideline is disclosed in the proxy excerpts cited; continue monitoring equity accumulation and any future related‑party transactions (none identified). Attendance met required thresholds, but specific individual attendance rates are not disclosed.
Overall, Wong brings high‑value operational and geothermal experience with independent status and active committee service—supportive of board effectiveness and investor confidence. No red‑flag conflicts, pledging, or related‑party exposures are disclosed.