Jessica Woelfel
ORMAT TECHNOLOGIESAbout Jessica Woelfel
Jessica Woelfel, age 48, is General Counsel, Chief Compliance Officer, and Corporate Secretary of Ormat Technologies. She has served as GC/CCO since January 25, 2022 and Corporate Secretary since November 2, 2022, leading governance processes including the Board and committee evaluation in 2024; she holds a BA from UC Berkeley and a J.D. from UC Hastings College of Law, and has 20+ years of legal experience across private practice and corporate roles . Company performance context for incentive alignment in 2024: revenue $879.7 million vs $900 million target, Adjusted EBITDA $550.5 million vs $531 million target, GAAP net income $131.2 million, and cumulative TSR (Dec-2019 baseline) of $90.87 for 2024; most important compensation-linked performance measures are Adjusted EBITDA, Revenue, Relative TSR, and Megawatt Growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ormat Technologies | Interim General Counsel & Chief Compliance Officer | Mar 2021–Jan 2022 | Maintained legal/compliance leadership continuity prior to formal appointment |
| Ormat Technologies (U.S. Business) | Vice President, U.S. Legal | Jan 2019–Mar 2021 | Built and led U.S. legal function; supported growth, PPAs, regulatory matters |
| McDonald Carano LLP | Partner | 2010–2018 | Led complex commercial and energy-related legal matters; client advisory |
| Sonnenschein, Nath & Rosenthal LLP | Associate | — | Early-career training in corporate/energy legal practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $333,231 | $333,231 | $360,165 |
| All Other Compensation | $14,954 | $14,954 | $15,250 (401(k) match) |
Notes:
- No tax gross-ups; Ormat prohibits hedging and pledging; maintains clawback compliant with NYSE rules .
Performance Compensation
Annual Bonus – Management Plan (2024)
- Structure: Company Performance Metrics (Revenue, Adjusted EBITDA), Individual Performance Metrics, and CEO Goals; Company metrics weight 60% for NEOs (other than CEO); no bonus paid unless Company net income is positive .
- 2024 achievements for Woelfel: Revenue 86%, Adjusted EBITDA 95%, Individual 90%, CEO Goals 100%; payout = 96% of max; bonus paid = $260,000 .
| Component | Weighting | Target | Actual | Achievement | Payout |
|---|---|---|---|---|---|
| Company Revenue | 60% (total Company metrics; individual vs CEO split not disclosed) | $900.0m | $879.7m | 86% | Included in 96% total |
| Company Adjusted EBITDA | 60% (total Company metrics; individual vs CEO split not disclosed) | $531.0m | $550.5m | 95% | Included in 96% total |
| Individual Performance Metrics | Committee-set | — | — | 90% | Included in 96% total |
| CEO Goals (Qualitative) | Committee-set | — | — | 100% | Included in 96% total |
| Total Bonus (Woelfel) | — | — | — | — | $260,000 |
Equity Awards – Grants in 2024
Grant date: March 21, 2024; equity composed of 60% PSUs and 40% RSUs (by grant date fair value); PSUs equally split between Relative TSR and MW capacity growth metrics; RSUs service-vesting only .
| Grant Type | Grant Date | Estimated Future Payouts (Shares) | Grant Date Fair Value |
|---|---|---|---|
| PSUs – Relative TSR | 3/21/2024 | Threshold 847; Target 1,694; Max 3,388 | $135,000 |
| PSUs – MW Growth | 3/21/2024 | Threshold 849; Target 1,698; Max 2,547 (TSR) / 3,388 (MW) – see line items above | $135,000 |
| RSUs | 3/21/2024 | 2,252 units | $180,000 |
Vesting mechanics:
- RSUs: 33.33% on first and second anniversaries and 33.34% on third anniversary of grant; each RSU converts into one common share upon vesting .
- PSUs (TSR and MW): service vests 33.3% each year; payout determined after 3-year performance period; TSR payout thresholds (0% <35th pct; 50% at 35th; 100% at 55th; 150% at ≥75th), capped at 100% if absolute TSR is negative; MW PSUs pay 0–200% of target; final earned shares reflect performance as of year 3 .
Historical PSU earn-out example (2012–2025 program outcome reference):
- 2022 PSUs earned at 83.7% of target (methodology included ORIX offering adjustment); Woelfel earned 1,944 PSUs vs 2,323 target .
Multi-Year Compensation Mix (Woelfel)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant date fair value) | $450,000 | $450,000 | $525,000 |
| Non-Equity Incentive (cash bonus) | $220,000 | $220,000 | $260,000 |
| Total Compensation | $1,018,185 | $1,018,185 | $1,160,415 |
Program governance highlights:
- Prohibitions: no hedging/pledging, no tax gross-ups, no option/SAR repricing; formal clawback policy on cash/equity incentives for restatements (3 fiscal years lookback per NYSE rules) .
Equity Ownership & Alignment
Beneficial ownership (as of Mar 12, 2025):
- Shares owned: 22,114 common shares (beneficially) .
- Shares outstanding: 60,610,141 .
Outstanding equity awards (as of Dec 31, 2024):
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Market Value (if provided) |
|---|---|---|---|---|---|---|
| SARs | 8/8/2019 | 4,000 | — | $71.71 | 8/8/2025 | — |
| SARs | 6/15/2020 | 10,000 | — | $69.14 | 6/15/2026 | — |
| SARs | 3/31/2021 | 4,801 | 1,600 | $78.53 | 3/31/2027 | — |
| SARs | 3/1/2022 | 1,926 | 1,925 | $71.15 | 3/1/2028 | — |
| RSUs | 3/1/2022 | — | — | — | — | 626 units; $42,393 |
| PSUs (TSR) | 3/1/2022 | — | — | — | — | 1,162 units (threshold shown); $78,657 |
| RSUs | 3/21/2023 | — | — | — | — | 1,689 units; $114,379 |
| PSUs (TSR) | 3/21/2023 | — | — | — | — | 849 units (threshold shown); $57,494 |
| PSUs (MW) | 3/21/2023 | — | — | — | — | 1,697 units (target shown); $114,921 |
| RSUs | 3/1/2024 | — | — | — | — | 3,238 units; $219,277 |
| PSUs (TSR) | 3/1/2024 | — | — | — | — | 1,239 units (threshold shown); $83,905 |
| PSUs (MW) | 3/1/2024 | — | — | — | — | 2,446 units (target shown); $165,643 |
Policies and alignment:
- Anti-hedging and anti-pledging policies prohibit hedging, pledging, margin accounts, and derivative transactions; formal clawback applies to current and former executive officers .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective Feb 1, 2023 (Ormat Technologies); U.S.-based |
| Base severance (no cause) | 4 months continued base salary; earned but unpaid annual bonus; prorated target annual bonus; COBRA reimbursements for 4 months (subject to release and covenant compliance) |
| Restrictive covenants | 12-month post-termination non-compete and employee/customer non-solicit; perpetual confidentiality and non-disparagement |
| Change-of-Control Severance Plan (Tier 2) | If terminated without cause within 3 months before to 24 months after a CoC, or resigns for Good Reason: lump sum = 150% of base salary + target bonus; prorated target bonus for year of termination; accelerated vesting of all outstanding equity (performance awards deemed at actual or target if indeterminable); for U.S. participants, COBRA reimbursements for 18 months |
| Estimated payouts (as-of 12/31/2024) | Death/Disability: $876,669 accelerated equity + $262,274 cash; Termination without cause: $380,055 cash; Voluntary termination: $260,000 cash; CoC termination: $876,669 accelerated equity + $1,231,181 cash |
Program calibration 2025:
- Committee increased NEO base salaries by 8–18% and set target bonuses at 75–83% of base salary (Woelfel included among “other NEOs” ranges) .
Performance & Track Record
- Governance leadership: Woelfel led the Board and committee evaluation process in 2024, managing confidential director questionnaires and performance discussions, reinforcing governance rigor .
- Company execution in 2024 relevant to incentive metrics: Achieved Adjusted EBITDA above target; closed U.S. geothermal/solar acquisition, signed storage PPAs, commenced COD at several storage sites and a major geothermal project; these achievements informed CEO Goals and Management Plan payouts .
Say-on-Pay & Compensation Structure
- Say-on-Pay support: Approximately 86% approval at the 2024 Annual Meeting, indicating investor support for compensation alignment .
- Mix and design: Emphasis on at-risk, long-term equity with PSUs tied to Relative TSR and MW capacity; no hedging/pledging; clawback policy; no repricing; no tax gross-ups .
Vesting Schedules and Insider Selling Pressure
- Upcoming service vesting cadence (subject to trading windows): RSUs and PSUs granted in March 2024 vest ratably over three years on anniversary dates (Mar 21, 2025/2026/2027), with PSUs earned after 3-year performance certification; SARs from 2019–2022 are approaching expirations in 2025–2028 .
- Insider trading considerations: Ormat’s policy prohibits hedging/pledging and prescribes open-window grants; actual selling pressure assessment requires recent Form 4 data. Attempt to fetch Form 4 insider transactions (2023–2025) for “Jessica Woelfel” was unsuccessful due to data access error; consider monitoring upcoming vest dates and public Form 4 filings for tax withholdings or net share sales .
Compensation Peer Group and Consultants
- Pay vs Performance peer group used for TSR comparison: Invesco WilderHill Clean Energy ETF (PBW) .
- Independent compensation consultant: F.W. Cook provided market data and incentive design input; Compensation Committee confirmed independence/no conflict of interest .
Investment Implications
- Alignment: Strong link between bonus and Company metrics (Revenue/Adjusted EBITDA) and equity to multiyear TSR/MW capacity growth; governance policies (clawback, hedging/pledging prohibitions) reduce misalignment risk .
- Retention risk: Contractual severance and CoC protection (Tier 2) plus multi-year vesting support retention; low personal beneficial ownership relative to total shares outstanding suggests limited “skin-in-the-game” but typical for General Counsel roles; equity award cadence provides ongoing alignment .
- Trading signals: Watch March anniversary dates for RSU/PSU tranches and SARs nearing expiration (Aug 2025, Jun 2026, Mar 2027, Mar 2028); monitor Form 4 filings around vest dates for tax-withholding dispositions or discretionary sales; anti-pledging mitigates collateral-driven selling .
- Execution confidence: 2024 payout at 96% of max reflects achievement on operational/financial goals; continued PSU structure (TSR capped if absolute TSR negative) balances shareholder outcomes and management incentives .
Form 4 monitoring note: Insider-trades skill call returned an authorization error while attempting to fetch “Jessica Woelfel” transactions for ORA (2023–2025). Recommend tracking SEC EDGAR for real-time Form 4s to assess any selling pressure.
Data sources: 2025 DEF 14A (published March 27, 2025) and embedded compensation/governance tables are used throughout; all figures cited directly from the proxy or its tables.
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