Dafna Sharir
ORMAT TECHNOLOGIESAbout Dafna Sharir
Independent Director at Ormat Technologies, Inc. since May 2018; age 56. Background combines international finance and law with deep M&A execution: BA in Economics and LLB from Tel Aviv University; LLM from NYU School of Law; MBA from INSEAD . Core credentials: chair of Ormat’s Compensation Committee; member of Nominating & Corporate Governance Committee; independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMPAL-American Israel Corporation | SVP – Investments | 2002–2005 | Led all acquisitions and dispositions |
| Amdocs | Director, M&A; Business Development | 1999–2002 | Drove international acquisitions and equity investments |
| Global consulting (self-employed) | M&A advisor | 2005–present | Due diligence, structuring, negotiation for public/private companies |
| Frutarom Industries | Director | 2013–2018 | Board service during strategic growth phase |
| Ormat Industries (predecessor) | Director | 2012–2015 | Governance continuity prior to Ormat Systems merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilat Satellite Networks (NASDAQ: GILT) | Director | 2016–present | Board oversight at global satcom provider |
| Cognyte Software (NASDAQ: CGNT) | Director; Audit Committee member | 2022–present | Financial oversight; audit committee expertise |
| Minute Media (private) | Director | 2021–present | Private company governance |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined she is independent under Corporate Governance Guidelines and NYSE rules; all nominees other than the Chairman (Mr. Angel) are independent .
- Attendance and engagement: In 2024 the Board met 7 times; Compensation met 4; Nominating met 2; no director attended fewer than 75% of combined Board and committee meetings; all directors (except one not standing for reelection) attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions led by the Lead Independent Director; committees also meet in executive session .
- Overboarding controls: Policy caps at ≤4 public company boards (including Ormat); Audit Committee service capped at ≤3 audit committees; 15-year director term limit to support refreshment .
- Compensation Committee governance: Uses independent consultant F.W. Cook; monitors say-on-pay outcomes; oversees CEO and executive compensation philosophy, clawbacks, anti-hedging/pledging compliance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $95,000 | Non-employee director cash retainer |
| Annual Equity Grant (RSUs) | $120,000 | RSUs; vest in full on first anniversary of grant |
| Committee Chair Fees | $10,000 (Compensation Chair) | $20,000 for Audit Chair; $10,000 for other chairs |
| 2024 Actual – Cash | $105,000 (Sharir) | Includes chair fee |
| 2024 Actual – Stock Awards (Grant-Date FV) | $120,000 (Sharir) | RSUs based on closing price next business day after grant |
| 2024 Total Director Compensation | $225,000 (Sharir) | Sum of cash + RSU grant-date FV |
- 2025 updates: Equity grant increased to $130,000 for non-employee directors (excluding Chairman); chair retainers increased to Audit $25,000, Nominating $15,000, Compensation $20,000, Sustainability $12,500, Investment $12,500 .
Performance Compensation
- Ormat does not use performance-conditioned director equity; annual director grants are time-based RSUs vesting over one year .
- Anti-hedging and anti-pledging policies apply to directors; hedging/pledging of company stock is prohibited without exception .
Other Directorships & Interlocks
- Current public boards: Cognyte (audit committee), Gilat .
- Potential interlock note: Ormat’s Chairman (Isaac Angel) previously chaired Gilat (March 2020–March 2023); not a current overlap, reducing interlock risk at present .
Expertise & Qualifications
- Financial/legal/M&A expertise with global transaction leadership .
- Education: BA Economics; LLB (Tel Aviv University); LLM (NYU); MBA (INSEAD) .
- Committee leadership experience; expertise aligned with compensation governance and director selection .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 9,460 | Less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | Company had 60,610,141 shares outstanding (as of Mar 12, 2025) |
| Components included in beneficial ownership | 2,525 SARs; 5,314 RSUs | RSUs/SARs deemed beneficial per SEC rules |
| Outstanding awards at 12/31/2024 | 1,621 SARs; 1,753 unvested RSUs | Non-employee director status |
- Pledging: Prohibited under insider trading policy; no pledging permitted for directors .
- Hedging: Prohibited for directors .
Governance Assessment
- Strengths: Independent status; Compensation Committee chairship; robust meeting attendance; adherence to anti-hedging/pledging; transparent director pay structure; refreshment and overboarding controls .
- Pay alignment: Director compensation is modest, with balanced cash/equity mix (2024: $105k cash, $120k RSUs) and one-year vesting—supports alignment without aggressive risk-taking .
- Shareholder signals: 2024 say-on-pay received ~86% support, indicating investor comfort with compensation governance; though this pertains to NEO pay, it reflects Compensation Committee oversight quality .
- Related-party/Conflicts: No related-person transactions disclosed involving Sharir; ORIX governance rights terminated in Dec 2024, reducing external influence risk on the Board .
- RED FLAGS: None disclosed for Sharir (no Section 16 delinquency noted; no pledging/hedging; no related-party transactions) .