Michal Marom
ORMAT TECHNOLOGIESAbout Michal Marom
Independent director at Ormat Technologies since June 2022; age 55. She serves as Audit Committee Chair and member of the Compensation Committee and has been designated the Audit Committee “financial expert” under SEC rules. The Board has affirmatively determined she is independent under NYSE standards; all directors (other than the Chair) were determined independent in 2024 and no director attended fewer than 75% of meetings; all directors (except one) attended the 2024 annual meeting. Ms. Marom is a CPA (Israel) with a BA in Business (College of Management Academic Studies) and MSF (Baruch College).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REE Automotive Ltd. (Nasdaq: REE) | Director | Jul 2021 – Feb 2025 | Audit and Compensation Committees |
| Union Bank of Israel | Director | n/d | Bank later acquired by Bank Mizrahi‑Tefahot |
| Halman Aldubi (investment firm) | Chair of Audit Committee | n/d | Firm later acquired by The Phoenix Holdings |
| Linkury Ltd. | Co‑founder & Chief Financial Officer | 2011–2015 | Finance leadership at high‑tech company |
| OPC Energy Ltd. (TASE: OPCE) | Director | n/d | Largest electricity supplier in Israel |
| Partner Communications (TASE: PTNR) | Director | 2021–2023 | Board service |
| Dan Transportation Ltd. | Director | 2014–2022 | Board service |
External Roles
| Organization | Role | Public? | Notes |
|---|---|---|---|
| Paz Oil Company Ltd. (TASE: PZOL) | Director | Yes | Israeli energy company |
| PAZ Energy Ltd. | Director | Yes | Public company in Israel |
| Ayalon Insurance Company Ltd. (TASE: AYOL) | Director | Yes | One of Israel’s six largest insurance/finance companies |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (member). Audit Committee met 6 times in 2024; Compensation Committee met 4 times. Ms. Marom is deemed “financially literate” and the Audit Committee’s “financial expert.”
- Independence: Board determined all nominees and directors serving during 2024, other than the Chair, are independent; all Audit and Compensation Committee members meet SEC/NYSE independence standards.
- Attendance/engagement: Board met 7 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors at the 2024 annual meeting attended (except one not standing for reelection).
- Risk oversight focus (as Audit Chair): financial reporting, internal controls, internal audit, legal/regulatory compliance, and cybersecurity oversight. Related‑person transactions are reviewed/approved by the Audit Committee.
Fixed Compensation
| Component (Directors) | Program Terms (FY2024 unless noted) | Ms. Marom Actual FY2024 | FY2025 Update |
|---|---|---|---|
| Annual Board Cash Retainer | $95,000 | $115,000 cash paid | n/a |
| Committee Chair Retainer | Audit Chair: $20,000 | Included in cash above | Audit Chair increased to $25,000 |
| Equity Grant (RSUs) | $120,000; vests in full on 1st anniversary | $120,000 | Increased to $130,000 (non‑Chair) |
| Non‑employee Chair Increment | +$40,000 cash; $180,000 equity grant | n/a | n/a |
Notes: Equity is granted as RSUs; number of units based on closing price on next business day after grant. Cash retainers are paid on the annual meeting cycle.
Performance Compensation
Directors do not receive performance-based equity; annual grants are time‑vested RSUs (no options or PSUs for directors in 2024). No performance metrics apply to director compensation.
Other Directorships & Interlocks
| Company | Role | Committee Roles Disclosed | Potential Interlocks |
|---|---|---|---|
| Paz Oil Company Ltd. | Director | Not disclosed | None disclosed with Ormat |
| PAZ Energy Ltd. | Director | Not disclosed | None disclosed with Ormat |
| Ayalon Insurance Company Ltd. | Director | Not disclosed | None disclosed with Ormat |
| REE Automotive Ltd. (past) | Director | Audit & Compensation | Past role ended Feb 2025 |
No related‑party transactions involving Ms. Marom were disclosed; the proxy’s related‑party section focuses on ORIX agreements/termination and sets policy for review/approval by the Audit Committee.
Expertise & Qualifications
- Corporate governance and financial expertise; CPA (Israel).
- Audit Committee financial expert designation under SEC rules; financially literate under NYSE standards.
- Education: BA, Business (College of Management Academic Studies); MSF (Baruch College).
Equity Ownership
| Metric | Amount | Details |
|---|---|---|
| Total beneficial ownership | 3,975 shares | Includes 1,753 RSUs; <1% of outstanding shares |
| Unvested RSUs (12/31/2024) | 1,753 | Per director equity table |
| Options/SARs | None disclosed | No unexercised options; no SARs listed for Marom |
Governance Assessment
- Strengths:
- Independent Audit Chair and SEC‑defined financial expert; strong oversight of financial reporting/internal controls and cybersecurity.
- High engagement culture (no director <75% attendance; robust meeting cadence); directors expected to attend the annual meeting (met by all except one director not standing for reelection).
- Balanced director pay mix (cash + time‑vested equity), with clear disclosure and moderate levels; 2025 program modestly increases equity and chair stipends in line with market data (F.W. Cook supported).
- Shareholder‑aligned practices: clawback policy, anti‑hedging/anti‑pledging, and independent compensation consultant with no conflicts.
- Watch items:
- Multiple public board seats (Ormat plus Paz Oil, PAZ Energy, Ayalon Insurance) approach the company’s overboarding limits (policy caps at 4 public boards; Audit Committee cap of 3 audit committees); no contrary disclosure on non‑compliance, but continued monitoring of time commitments is prudent.
- No director ownership guideline disclosure found; beneficial ownership remains <1% (typical for outside directors) with alignment via RSUs.
- No related‑party transactions disclosed involving Ms. Marom; Audit Committee, which she chairs, reviews any such matters.
Director Compensation (Detail)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michal Marom | 115,000 | 120,000 | 235,000 |
Board/Committee Activity (FY2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 7 | No member attended <75% |
| Audit Committee | 6 | Chair: Michal Marom; “financial expert” |
| Compensation Committee | 4 | Member: Michal Marom |
| Nominating & Corp. Gov. | 2 | — |
| Sustainability Committee | 2 | — |
| Investment Committee | 1 | — |
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay support at 2024 annual meeting: ~86%; committee engages F.W. Cook; ongoing investor outreach informs program design.
Related‑Party Transactions (Conflict Screening)
- ORIX agreements (governance and commercial cooperation) terminated in Dec 2024 following ORIX’s secondary offering; Board disclosed policy that Audit Committee must review/approve related‑person transactions >$120k. No transactions involving Ms. Marom were identified in the disclosure.