Ravit Barniv
ORMAT TECHNOLOGIESAbout Ravit Barniv
Independent director at Ormat Technologies. Age 61. Current Board service since May 2024, previously served November 2015–May 2021. Re-elected at the May 7, 2025 annual meeting with 49,119,490 votes “For,” 81,389 “Against,” and 16,441 “Abstain.” Education: BA in Economics & Philosophy (Tel Aviv University), MBA in Finance (Tel Aviv University), MA in Governance with specialization in counterterrorism (IDC Herzliya/Reichman University), MBA in Healthcare Innovation (IDC/Reichman). Core credentials: extensive management, financial and corporate governance experience, and experience in highly regulated industries. Independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shikun & Binui Ltd. | Chair of the Board | 2007–2012 | Led an infrastructure, real estate and renewable energy group in Israel |
| Tnuva Group | Chair of the Board | 2013–2015 | Oversaw Israel’s largest food group |
| Netvision Communications | Chief Executive Officer | 2001–2007 | CEO of ISP/integration and telecom services provider |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strauss Group Ltd. (TASE: STRS) | Director | Current | Leading food & beverage company in Israel |
| Clalit Health Care | Director | Nov 2016–Oct 2022 | Israel’s largest healthcare provider |
Board Governance
- Independence: Board determined all nominees (other than the Chair) are independent under NYSE and company guidelines.
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings (Board met 7x; Audit 6x; Nominating 2x; Compensation 4x; Sustainability 2x; Investment 1x).
- Committee assignments: Barniv was not listed among 2024 members/chairs of the Audit, Compensation, Nominating & Corporate Governance, Investment, or Sustainability (ESG) committees.
- Election result (2025): Ravit Barniv received 49,119,490 For; 81,389 Against; 16,441 Abstain; Broker non‑votes 991,964.
Fixed Compensation
| Item | Amount/Terms |
|---|---|
| FY2024 Non-Employee Director Program | $95,000 cash retainer; RSUs valued at $120,000 (Chair of Board: $180,000 RSUs). RSUs vest in full on the first anniversary of grant. |
| Committee Chair Cash Retainer (FY2024) | $10,000; Audit Committee Chair $20,000. |
| Barniv FY2024 Director Pay | Cash fees: $71,250; Stock awards (RSUs grant-date fair value): $120,000; Total: $191,250. |
| FY2025 Changes | Annual equity grant for non‑chair directors increased to $130,000; Chair retainers set to: Audit $25,000; Nominating & Corporate Governance $15,000; Compensation $20,000; Sustainability $12,500; Investment $12,500. |
Performance Compensation
- Directors do not receive performance-based pay; equity grants are service-based RSUs that vest after one year under the director program.
| Component | Metric | Weight | Vesting/Notes |
|---|---|---|---|
| Director Equity | None (Service-based RSUs) | N/A | RSUs vest in full on the first anniversary of grant (standard director terms). |
Other Directorships & Interlocks
- Current public company board: Strauss Group Ltd. (TASE: STRS). No related-party transactions disclosed involving Barniv; related-person disclosures in 2024–2025 focused on ORIX agreements/secondary offerings and did not cite Barniv.
- Overboarding: Company guideline caps at four public company boards (including Ormat); Audit Committee cap is three audit committees; Barniv appears within limits.
Expertise & Qualifications
- Governance strengths: extensive management, financial, and corporate governance experience; experience in highly regulated industries.
- Education: BA Econ/Philosophy; MBA Finance; MA Governance (counterterrorism); MBA Healthcare Innovation.
- Signals for investors: strong election support in 2025; independence affirmed by Board; no attendance issues reported.
Equity Ownership
| Snapshot | Amount |
|---|---|
| Beneficial ownership (as of Mar 12, 2025 record date) | 1,753 shares; “*” indicates less than 1% of outstanding. |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 1,753 RSUs (non-employee director award cycle). |
Insider Trades (recent)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-05-10 | 2024-05-08 | Form 4 – RSU Award | 1,753 RSUs | $0 | 1,753 | https://www.sec.gov/Archives/edgar/data/1296445/000143774924016075/0001437749-24-016075-index.htm |
| 2025-05-09 | 2025-05-07 | Form 4 – RSU Award | 1,766 RSUs | $0 | 1,766 | https://www.sec.gov/Archives/edgar/data/1296445/000143774925015904/0001437749-25-015904-index.htm |
| 2025-11-10 | 2025-11-07 | Form 4 – Open Market Sale | 1,753 | $112.54 | 0 (common shares) | https://www.sec.gov/Archives/edgar/data/1296445/000143774925034157/0001437749-25-034157-index.htm |
Notes:
- Record-date beneficial ownership reflects status as of March 12, 2025 and can differ from later Form 4 updates. The November 2025 Form 4 indicates zero direct common shares post-sale; RSU awards generally are not counted as current “common stock” holdings until vested/settled. (SEC links above)
Governance Assessment
- Positives:
- Independence affirmed; no related-party transactions involving Barniv disclosed; anti-hedging and anti-pledging policies apply to all directors; company maintains a clawback policy for executives.
- Attendance strong (no director under 75% in 2024); Barniv received very high re-election support in 2025.
- Director compensation structure is modest and predominantly equity-based (time-vested RSUs), aligning with shareholder interests; 2025 director pay adjustments benchmarked with independent consultant F.W. Cook.
- Say-on-pay support remains solid (2024 ≈86% support; 2025 advisory vote approved with 42,927,028 For; 6,086,472 Against; 203,820 Abstain).
- Watch items:
- Post-transaction, Barniv reported zero direct common share ownership following a 1,753 share sale on Nov 7, 2025; while RSUs indicate ongoing alignment, investors may monitor future equity holdings/retention given Board-level influence. (Form 4 sale and post-ownership 0)
- No committee chair roles disclosed for Barniv, and she was not listed on 2024 committee rosters; impact on committee-level oversight responsibilities should be monitored post-2025 committee assignments.
Appendix: Company context and related-party backdrop
- ORIX governance and commercial cooperation agreements terminated after ORIX’s December 13, 2024 secondary offering cut its ownership below 5%; ORIX nomination rights ceased, improving perceived independence and limiting potential conflicts.