Ofer Ben Yosef
ORMAT TECHNOLOGIESAbout Ofer Ben Yosef
Executive Vice President — Energy Storage and Business Development at Ormat Technologies (ORA); age 60; EVP Energy Storage & BD since Jan 1, 2021; joined Ormat in April 2020 as EVP, Business Development, Sales & Marketing; prior career includes Division President and other operating roles at Amdocs (2000–2020) and IT Manager at AIG Israel (1996–2000); BA (Earth Science), BA (Software Development), MBA . Company 2024 performance underpins incentive payouts: revenue $879.7M vs $900M target and Adjusted EBITDA $550.5M vs $531M target; his 2024 Management Plan payout was $252,000 (91% of max), reflecting Company metrics and his segment/individual results . 2022–2025 PSU cycle earned 83.7% of target based on three‑year relative TSR, evidencing moderate relative equity performance during his tenure in senior leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ormat Technologies | EVP, Energy Storage & Business Development | 2021–present | Leads storage growth and BD; Company signed 3 battery storage PPAs, commenced COD at 3 new storage sites (incl. 80MW/320MWh Bottleneck) supporting growth objectives . |
| Ormat Technologies | EVP, Business Development, Sales & Marketing | Apr 2020–Jan 2021 | Commercial leadership during transition period . |
| Amdocs Ltd. | Division President; prior operating roles | 2000–2020 | Division P&L leadership; long operating track record in enterprise software/services . |
| AIG Israel | IT Manager | 1996–2000 | Technology management experience . |
External Roles
- No public-company board roles disclosed for Mr. Ben Yosef in the proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 328,466 | 318,111 | 332,272 | 2024 NEO base salaries were not increased in-year; 2025 base salaries raised 8%–18% across NEOs . |
| Target Bonus % of Salary | — | — | No formal target (threshold ~10%, max ~83% of base) | For 2025, Compensation Committee set NEO target bonuses at 75%–83% of base (range across NEOs) . |
| Actual Annual Bonus ($) | 211,000 | 165,000 | 252,000 | 2024 payout equaled 91% of maximum . |
| Perquisites/Other ($) | 83,049 | 77,260 | 80,412 (includes statutory Israeli severance/pension contributions and car-related expenses) . |
Performance Compensation
Annual Management Plan (2024)
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Company Revenue | Part of 60% Company Metrics | $900.0M | $879.7M | 86% achievement for NEOs (incl. Ben Yosef) . |
| Company Adjusted EBITDA | Part of 60% Company Metrics | $531.0M | $550.5M | 95% achievement for NEOs (incl. Ben Yosef) . |
| Individual Performance Metrics | Part of remaining 40% | Various segment/role KPIs | 84% (Ben Yosef) | Quantitative, role-specific . |
| CEO Goals (qualitative, applied to each NEO) | Part of remaining 40% | Qualitative goals | 100% (Ben Yosef) | Based on achievements incl. storage PPAs and CODs . |
| Resulting Cash Bonus | — | — | $252,000 | 91% of maximum for Ben Yosef . |
Notes: No Management Plan payout if Company net income is negative; for NEOs other than CEO, Company metrics must be ≥50% (set at 60% in 2024) . 2025 target bonus opportunity for NEOs set at 75%–83% of base (range) .
Long-Term Incentives (structure and 2024 grants)
| Award Type | Metric | Weight | Grant Date | Threshold | Target | Max | Vesting |
|---|---|---|---|---|---|---|---|
| PSUs (TSR) | 3-yr Relative TSR vs S&P 500 | 30% of total LTI value (half of 60% PSUs) | 3/21/2024 | 944 sh | 1,887 sh | 2,831 sh | 3-year performance; service vests ratably; payout capped at 100% if absolute TSR negative . |
| PSUs (MW Capacity) | 3-yr MW additions (≥50% organic) | 30% of total LTI value (half of 60% PSUs) | 3/21/2024 | 943 sh | 1,885 sh | 3,770 sh | 3-year performance; service vests ratably; disclosed retrospectively at end of cycle . |
| RSUs | Service | 40% of total LTI value | 3/21/2024 | — | 2,502 sh | — | 3 equal annual installments . |
PSU design: relative TSR threshold/target/max at 35th/55th/75th percentiles (linear interpolation) . 2022–2025 PSU tranche earned at 83.7% of target on a segmented relative TSR calculation reflecting the ORIX offering .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Basis/Notes |
|---|---|---|---|
| Ofer Ben Yosef | 33,148 | <1% (asterisk in proxy) | Includes securities acquirable within 60 days and certain awards eligible upon termination; 60,610,141 shares outstanding . |
- Hedging/pledging: Company policy prohibits any hedging or pledging of Company stock by executives (no exceptions) .
- Clawback: NYSE-compliant clawback applies to current/former executive officers for 3 completed fiscal years preceding an accounting restatement; covers cash and equity incentives (vested/unvested) .
Outstanding Equity and Vesting Schedules (as of Dec 31, 2024)
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| SARs | 5/12/2020 | 21,271 | Exercise price $68.34; expire 5/12/2026; SARs pay intrinsic value in shares; vesting complete; as of 12/31/2024, market $67.72 → out-of-the-money . |
| SARs | 3/1/2022 | 2,200 (exercisable); 2,201 (unexercisable) | Exercise price $71.15; expire 3/1/2028; vest 25% annually over 4 years . |
| RSUs | 3/21/2024 | 2,502 | 3 installments over 3 years (service-based) . |
| PSUs (TSR) | 3/21/2024 | Target 1,887 (thr 944; max 2,831) | 3-year relative TSR; ratable service vesting; payout at end of period . |
| PSUs (MW) | 3/21/2024 | Target 1,885 (thr 943; max 3,770) | 3-year MW capacity targets; ratable service vesting; payout at end of period . |
| Legacy 2023 RSUs/PSUs | 3/21/2023 | RSUs 1,877; TSR PSUs 944 (thr); MW PSUs 1,885 (target) | Standard RSU/PSU schedules; values/threshold display per SEC presentation . |
| Legacy 2022 RSUs/PSUs | 3/1/2022 | RSUs 716; TSR PSUs 1,328 (target) | 2022 PSUs earned at 83.7% of target in aggregate program . |
Recent vesting/liquidity: 2024 vesting delivered 2,090 shares to Ben Yosef (value realized $142,800), indicating a cadence of deliverable shares that can create periodic liquidity windows (subject to trading policy and windows) . SARs currently out-of-the-money at year-end (also tempering near-term exercise pressure) .
Employment Terms
- Employment agreement (Israel): Gross monthly salary NIS 85,000 indexed to Israeli CPI; eligible for annual bonus per plan and equity participation; standard Israeli benefits (management insurance/pension, Education Fund, company car) .
- Termination/notice: Either party may terminate with 4 months’ notice; if the Company ends employment during the notice period, it must pay salary and related benefits for the remaining notice period; Restrictive Covenants include 12-month non-compete and non-solicit post-termination under the employment agreement .
- Change-in-Control Severance Plan (elected; Tier 2): Double-trigger cash severance equal to 150% of base salary + target bonus; prorated target bonus for year of termination; accelerated vesting of all equity as of CoC (performance awards vest at actual or target if not determinable); U.S. COBRA subsidy component (not applicable in Israel); Tier 2 restrictive covenants require 18-month non-compete/non-solicit as condition of participation .
- Clawback; anti-hedging/anti-pledging; equity grant timing controls: NYSE-compliant clawback; strict prohibition of hedging/pledging; annual grants typically approved in March during open windows; no “spring-loading” of grants with MNPI .
Compensation Structure Analysis
- Mix and leverage: Program emphasizes at‑risk pay; 2024 LTI mix ~60% PSUs (50% TSR/50% MW), 40% RSUs, aligning pay with long-term TSR and capacity expansion; 2024 annual bonus for NEOs weighted 60% to Company metrics (Revenue, Adjusted EBITDA) .
- Discipline and responsiveness: No discretionary bonuses in 2024; positive say‑on‑pay support of ~86% in 2024; 2025 adjustments increased NEO base salaries (8%–18%), LTI grant values (11%–20%), and set explicit target bonuses (75%–83% of salary), indicating a retention/re-anchoring pivot amid growth plans .
- Risk controls: No option/SAR repricing; no hedging/pledging; clawback in place .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~86%; Committee cites ongoing investor engagement and maintained design consistency, with no major program changes off that vote .
Equity Ownership & Alignment Flags
- Beneficial ownership: 33,148 shares (<1%); alignment through multi‑year PSUs tied to TSR and MW; no pledging allowed .
- Options/SARs moneyness: Year-end price $67.72 vs SAR strikes $68.34 and $71.15 — out‑of‑the‑money at 12/31/2024, lowering near‑term exercise incentives .
Performance & Track Record Signals
- Storage execution: Company achievements used in bonus assessment included 3 storage PPAs and COD of 3 storage sites (incl. Bottleneck 80MW/320MWh), consistent with Mr. Ben Yosef’s mandate .
- Relative TSR: 2022–2025 PSU payout at 83.7% of target indicates middling relative performance over that period, dampening full upside realization on TSR‑linked equity .
Risk Indicators & Red Flags
- Hedging/pledging: Explicitly prohibited (reduces misalignment risk) .
- Repricing: Not permitted (shareholder-friendly) .
- Insider activity: 2024 share vesting delivered 2,090 shares; monitor Form 4 filings for any 10b5‑1 sales post‑vesting; SARs were OTM at year‑end, reducing exercise-driven selling risk .
Investment Implications
- Pay-for-performance alignment: High weighting to PSUs tied to TSR and MW capacity provides line‑of‑sight to value creation in storage/geothermal build‑out; 2024 bonus metrics anchored to Revenue and Adjusted EBITDA maintained operating discipline .
- Retention risk moderate: 2025 increases in salary, target bonus, and LTI value suggest proactive retention; double‑trigger CoC plan (150% base+target, Tier 2) plus accelerated vesting should stabilize leadership through strategic cycles .
- Selling pressure watch items: RSUs vest annually and PSUs cliff‑payout after 3 years; 2024 vesting realized $142.8K; SARs were OTM at 12/31/2024, limiting forced monetization; maintain surveillance of vesting calendars and any 10b5‑1 adoption for trading signal context .
- Execution leverage: Storage PPAs and COD milestones tied to Management Plan outcomes indicate Mr. Ben Yosef’s role is directly connected to growth drivers; sustained delivery on MW targets is critical for PSU outcomes and long‑term equity value .