Stanley B. Stern
ORMAT TECHNOLOGIESAbout Stanley B. Stern
Stanley B. Stern, age 67, is Lead Independent Director of Ormat Technologies, serving on the Board since November 2015. He chairs the Nominating & Corporate Governance Committee and serves on the Audit and Investment Committees; the Board has determined he is independent under NYSE standards. He holds a BA in Economics & Accounting (CUNY Queens College) and an MBA from Harvard University, and brings extensive management, strategic analysis, banking and financial experience.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Alnitak Capital | Managing Partner, founder | Since 2013 | Board-level strategic advisory; merchant banking focus in technology, energy, healthcare |
| Oppenheimer & Co. | Managing Director; head of investment banking and technology IB | 1981–2000; 2004–2013 | Senior leadership in capital markets and M&A execution |
| Salomon Brothers; STI Ventures; C.E. Unterberg | Various senior roles | Not specified | Capital markets and venture investing experience |
External Roles
| Company | Exchange/Ticker | Role | Since |
|---|---|---|---|
| AudioCodes Ltd. | Nasdaq: AUDC | Director | 2012 |
| Tigo Energy, Inc. | Nasdaq: TIGO | Director | 2015 |
| Radware Ltd. | Nasdaq: RDWR | Director | September 2020 |
Board Governance
- Lead Independent Director responsibilities include coordinating independent directors, agenda-setting, information flow oversight, evaluating CEO performance with the Compensation Committee, presiding over executive sessions, and recommending committee memberships/chairs. The Lead role was appointed given a non-independent Chair; the CEO and Chair roles are separated.
- Committee assignments (2024): Audit; Nominating & Corporate Governance (Chair); Investment. Committee meeting counts in 2024: Audit (6), Nominating & Corporate Governance (2), Investment (1).
- Attendance and engagement: In 2024 the Board met seven times; no director attended fewer than 75% of Board and committee meetings. Most directors attended the 2024 Annual Meeting.
- Independence: The Board determined all nominees other than the Chair are independent under NYSE standards, including Stern (and for Audit/Compensation service where applicable).
- Board service policies: Overboarding cap of four public-company boards (including Ormat); Stern serves on Ormat + 3 other public boards, at the policy cap. Term limit of 15 years (Stern joined 2015).
Fixed Compensation
| Component | FY2024 Amount | Vesting/Notes |
|---|---|---|
| Annual Board Cash Retainer | $95,000 | Paid quarterly on annual meeting cycle |
| Committee Chair Retainer (Nominating & Corp Gov) | $10,000 | $20,000 for Audit Chair; $10,000 for other chairs in 2024 |
| Equity Grant (RSUs) | $120,000 | One-year vest; grant value based on next-day closing price |
| FY2024 Total (Stern) | $225,000 = $105,000 cash + $120,000 stock | Stern’s reported amounts in 2024 director comp table |
| FY2025 Program Update | Nominating Chair retainer increases to $15,000; non-chair director equity increases to $130,000 | Other chair retainers: Audit $25,000; Compensation $20,000; Sustainability $12,500; Investment $12,500 |
Performance Compensation
- Non-employee directors do not have performance-based pay; RSU grants vest time-based over one year (no performance metrics).
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | AudioCodes (AUDC), Tigo Energy (TIGO), Radware (RDWR) |
| Potential interlocks/conflicts | Industry adjacency exists (Tigo operates in solar-related technology; Ormat owns solar PV and storage assets), but the proxy does not disclose any related-party transactions involving Stern. The related-person transactions policy routes such items to Audit Committee review; no Stern-specific transactions are listed. |
| Independence reaffirmed | Board determined Stern is independent for Board and relevant committee service. |
Expertise & Qualifications
- Financial and strategic expertise from decades in investment banking and merchant banking; governance experience as lead independent and committee chair; advanced education in finance and management (MBA, Harvard).
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (total) | March 12, 2025 | 12,019 shares | <1% of outstanding; includes certain SARs/RSUs as per SEC rules |
| Included instruments | March 12, 2025 | 2,525 SARs; 6,512 RSUs | Included in beneficial ownership per footnotes |
| Unexercised SARs (outstanding) | Dec 31, 2024 | 2,982 | Director outstanding awards table |
| Unvested RSUs (outstanding) | Dec 31, 2024 | 1,753 | Director outstanding awards table |
| Hedging/Pledging | Policy prohibits all directors from hedging or pledging company stock | Alignment safeguard |
Governance Assessment
- Strengths: Independent lead director; chairs Nominating & Corporate Governance; sits on Audit and Investment; Board confirmed independence; strong finance/M&A background; 2024 attendance compliance; anti-hedging/anti-pledging policy enhances alignment.
- Risks/Watch items: At the overboarding cap (4 public boards including Ormat), which can elevate time-commitment risk; industry adjacency via Tigo Energy in solar (no related-party transactions disclosed).
- Director pay and alignment: Balanced cash/equity mix with modest RSU grant size and one-year vesting; 2025 increases focused on chair retainers and equity alignment.
- Shareholder sentiment backdrop: Say-on-pay support ~86% in 2024 suggests broader investor acceptance of compensation governance; Compensation Committee cites ongoing engagement with shareholders.