Shimon Hatzir
ORMAT TECHNOLOGIESAbout Shimon Hatzir
Executive Vice President—Electricity Segment (age 63). He has served in senior roles at Ormat for 32 years, including General Manager of Energy Storage (Oct 2018–Jan 2021) and EVP Engineering & R&D; currently EVP—Electricity Segment since Apr 1, 2021, retiring Sep 1, 2025 and remaining as senior consultant until Aug 31, 2026 . Education: B.Sc. Mechanical Engineering (Tel Aviv University) and Executive Management Program certificate (Technion) . Pay-for-performance is prominent: 2024 bonus tied to Company revenue and Adjusted EBITDA plus individual/CEO goals, with actual achievements of 86% revenue, 95% Adjusted EBITDA, 78% individual metrics, and 70% CEO goals; payout was 82% of maximum ($253,000) . Long-term PSUs use 50% relative TSR and 50% MW capacity targets; 2022–2025 PSUs earned 83.7% of target (Hatzir earned 2,222 PSUs of 2,655 target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ormat Technologies | EVP—Electricity Segment | Apr 1, 2021–Sep 1, 2025 (then senior consultant until Aug 31, 2026) | Led Electricity segment; achievements cited in CEO qualitative goals (segment results; meeting guidance) |
| Ormat Technologies | General Manager—Energy Storage | Oct 2018–Jan 2021 | Built and led Energy Storage operations; storage PPAs and new sites noted in company highlights |
| Ormat Technologies | EVP Engineering & R&D | Not disclosed | Engineering leadership; prior senior roles at Ormat |
External Roles
No external public company board or outside roles disclosed for Mr. Hatzir in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $364,965 | $353,458 | $358,083 |
| Bonus Structure (Management Plan) | Not disclosed | Not disclosed | Threshold ≈10% of base ($35,808); Maximum ≈83% of base ($268,562) |
| Actual Bonus Paid ($) | $211,100 | $223,000 | $253,000; 82% of maximum |
| All Other Compensation ($) | $98,431 | $93,195 | $182,873 (incl. statutory severance/pension, car expenses, vacation redemption, spousal travel) |
Notes:
- No target bonus % is set for NEOs other than the CEO; company set 2024 thresholds/max for Hatzir as shown .
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (Company Performance Metric) | Part of 60% group weight for NEOs | $900 million | $879.7 million | Attainment 86% | N/A (cash bonus metric) |
| Adjusted EBITDA (Company Performance Metric) | Part of 60% group weight for NEOs | $531 million | $550.5 million | Attainment 95% | N/A (cash bonus metric) |
| Individual Performance Metrics | Not disclosed (weight) | Internal targets (e.g., segment KPIs) | Attainment 78% | Contributes to bonus | N/A |
| CEO Goals (Qualitative) | Not disclosed (weight) | Qualitative objectives (segment results, guidance, storage PPAs/COD, EPC win, social/community) | Attainment 70% | Contributes to bonus | N/A |
| 2024 Bonus Outcome | — | — | — | 82% of maximum; $253,000 | Paid in 2025 |
| PSUs—Relative TSR | 50% of PSU grant value | 55th percentile=100%; 35th=50%; 75th=150%; capped at 100% if absolute TSR negative | 2022–2025 program earned at 83.7% of target | Hatzir: 2,222 earned of 2,655 target | 3-year performance; service vesting ratably over 3 years |
| PSUs—Megawatt Capacity | 50% of PSU grant value; 0–200% payout; ≥50% growth must be organic | Three-year MW growth targets (undisclosed prospectively) | To be disclosed post-performance period | Assumed at target in outstanding awards disclosure | 3-year performance; service vesting ratably over 3 years |
| RSUs | 40% of LTI grant value | — | — | — | Vest 33.3% each year over 3 years (2024 awards); prior awards 25%/yr or 33/67 schedules per grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 39,509 shares; includes 876 RSUs; under 1% of outstanding shares |
| Stock Ownership Guidelines | Not disclosed in proxy for executives |
| Hedging/Pledging | Prohibited for all executives without exception (anti-hedging and anti-pledging policy) |
| Clawback | NYSE-compliant clawback covering cash/equity incentive comp (vested and unvested) for 3-year lookback after required restatement; recover excess incentive pay |
| Insider Form 4 | Late Form 4 filed Mar 4, 2025 for 2024 RSU vesting (administrative oversight) |
Outstanding equity detail (12/31/2024):
- SARs/Options (exercisable): 20,000 SARs @ $69.14 (exp. 6/15/2026); 573 SARs @ $90.28 (exp. 12/31/2026); 2,201 SARs @ $71.15 (exercisable) and 2,200 unexercisable (exp. 3/1/2028) . With ORA closing price $67.72 on 12/31/2024, these SARs were out-of-the-money at year-end .
- RSUs outstanding (examples): 716 (grant 3/1/2022), 2,628 (3/21/2023), 4,626 (3/1/2024) with disclosed vest schedules (25%/yr or 33%/yr depending on grant) .
- PSUs outstanding: TSR PSUs 1,321 (3/21/2023, shown at threshold); MW PSUs 2,639 (3/21/2023, shown at target); TSR PSUs 1,770 (3/1/2024, shown at threshold); MW PSUs 3,495 (3/1/2024, shown at target) .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Oct 1, 2018 (Ormat Systems, Israel); gross monthly salary NIS 77,000 (linked to Israeli CPI); eligible for annual bonus and equity awards; standard Israeli benefits (pension/severance contributions, Education Fund) |
| Retirement/Separation | Retires Sep 1, 2025; remains employed as senior consultant until Aug 31, 2026; employment agreement remains in effect; 2025 cash bonus pro-rated through Aug 31, 2025; no equity grants after Feb 25, 2025; statutory severance per Israeli law applies |
| Notice & Severance | 2-month prior written notice; if terminated, salary and benefits during notice; plus four additional months of salary and social benefits post-notice (subject to release) |
| Restrictive Covenants | Non-compete and non-solicit for 12 months post-termination; confidentiality and non-disparagement |
| Change-in-Control Severance Plan | Tier 2 participant (elected to participate); upon qualifying termination within 3 months pre- to 24 months post-CoC: lump-sum cash = 150% of base salary + target bonus; prorated target bonus; accelerated vesting of all equity (performance awards vest at actual performance or target if not reasonably determinable); U.S. COBRA reimbursements not applicable to Israel-based exec; 18-month post-termination non-compete for Tier 2 |
| Potential Payments (as of 12/31/2024) | Death/Disability: accelerated equity $1,322,369; cash $253,000 . Termination without Cause: cash $432,041 . Termination in connection with Change-in-Control: accelerated equity $1,322,369; cash $1,169,624 |
Investment Implications
- Alignment and risk: The program emphasizes at-risk pay—2024 LTI split ~60% PSUs (relative TSR and MW capacity) and ~40% RSUs, with company-level bonus metrics (Revenue, Adjusted EBITDA). 2024 company performance beat Adjusted EBITDA target, missed revenue, resulting in an 82% of max bonus for Hatzir ($253k) . This is supportive of pay-for-performance alignment.
- Vesting and potential supply: RSUs vest annually over three years (e.g., 2024 grants vest 33% per year); PSUs require three-year performance and service. SARs are out-of-the-money at $67.72 vs strikes ≥$69.14, reducing near-term exercise-driven selling .
- Governance safeguards: Anti-hedging/anti-pledging policy, NYSE-compliant clawback, and structured CoC plan (Tier 2 1.5x base+target with performance-based equity treatment) lower misalignment risk; note minor administrative late Form 4 in 2025 .
- Transition watch: He retires Sep 1, 2025 and continues as senior consultant through Aug 31, 2026 with pro-rated 2025 bonus and no new grants after Feb 25, 2025—mitigating knowledge-transfer risk but reducing future equity incentives tied to his role . Overall, compensation structures and policies suggest limited insider selling pressure and robust alignment, with manageable execution risk during leadership transition in the Electricity segment.