Dana Gross
SOLAREDGE TECHNOLOGIESAbout Dana Gross
Dana Gross, age 57, has served on SolarEdge’s Board since 2023 and is currently an independent director, Audit Committee member, and Chair of the Compensation Committee. She is Head of Strategic Initiatives at Fiverr International Ltd. (since 2022), with prior executive roles spanning fintech and AI/agtech; she holds a BSc in Industrial Engineering from Tel Aviv University and an MBA from San Jose State University . The Board has determined she qualifies as an Audit Committee financial expert and is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiverr International Ltd. | Head of Strategic Initiatives | Since 2022 | Strategic initiatives leader |
| Prospera Technologies (AI Agtech) | Chief Operating Officer | 2016–2021 | Operations leadership |
| Prospera Technologies | Chief Strategy Officer | 2021–2023 | Corporate strategy |
| eToro (fintech) | Chief Financial Officer | Not disclosed | Financial leadership |
| M‑Systems | Executive management positions | 1992–2006 | Acquired by SanDisk in 2006 |
| Btendo (MEMS pico projection) | Chief Executive Officer | Until 2012 (acquired by STMicroelectronics) | CEO; exit via acquisition |
| Viola Ventures | Venture Partner | Not disclosed | VC experience |
| M‑Systems, AudioCodes, Power Dsine | Director | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tower Semiconductors Ltd. | Director | Current | Not disclosed |
| Playtika Holding Inc. | Director | Current | Not disclosed |
Board Governance
- Committees: Audit Committee (member) and Compensation Committee (Chair) .
- Compensation Committee Chair appointment date: November 11, 2024 .
- Audit Committee financial expert designation: the Board determined Dana Gross qualifies as an “Audit Committee financial expert” and meets heightened independence criteria .
- Independence: Board determined Ms. Gross is independent under Nasdaq rules .
- Board/class: Ms. Gross is a Class II director; declassification completes in 2026 .
- Attendance: In 2024 the Board held 13 meetings; each director attended at least 81% of Board meetings and 100% of committee meetings served . Independent directors meet in executive session at every regular Board meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 8 | Audit financial expert; heightened independence |
| Compensation Committee | Chair | 7 | Independent membership; oversight of human capital |
Fixed Compensation
| Position | Annual Retainer (Effective Jan 1, 2024) | Annual Retainer (Effective Jul 1, 2024; 20% reduction) |
|---|---|---|
| Board Member | $70,000 | $56,000 |
| Audit Committee Chair | $32,500 | $26,000 |
| Compensation Committee Chair | $22,500 | $18,000 |
| Nominating & Governance Chair | $15,000 | $12,000 |
| Technology Committee Chair | $15,000 | $12,000 |
| Audit Committee Member (non‑chair) | $12,500 | $10,000 |
| Compensation Committee Member (non‑chair) | $10,000 | $8,000 |
| Nominating & Governance Member (non‑chair) | $7,500 | $6,000 |
| Technology Committee Member (non‑chair) | $7,500 | $6,000 |
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY 2024 | $76,989 | $194,995 | $271,984 |
- Cash retainer reduction: Board voluntarily reduced cash retainers by 20% effective July 1, 2024, continued indefinitely as of March 25, 2025 .
- No separate meeting fees disclosed; directors reimbursed for travel/expenses .
Performance Compensation
| Award Type | Grant Date Value ($) | Vesting Schedule | Notes |
|---|---|---|---|
| Initial RSU (upon Board appointment) | $150,000 | Vest in equal annual installments over 3 years | Time‑based, subject to continued service |
| Annual RSU (non‑employee director) | $195,000 | Full vest on earlier of 1‑year anniversary or next AGM | Prorated if service starts off-cycle |
| Annual RSU (Chair of the Board) | $425,000 | Same vest schedule | Chair only |
| Acceleration (death/disability) | — | Acceleration for equity awards made in 2023 onward | Applies to directors |
| Options | — | — | Company did not grant stock options in 2024 |
| Compensation Performance Metrics (Directors) | Applies? | Detail |
|---|---|---|
| Director equity tied to performance metrics | No | Non‑employee director grants are RSUs with time‑based vesting only |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Compensation Committee Interlocks | None disclosed | No executives of SEDG served on other entities’ boards/comp committees with reciprocity |
| Related‑party Transactions | None involving Dana Gross disclosed | Only disclosed related‑party was services from Cato Networks (CFO board role), approved by Audit Committee |
Expertise & Qualifications
| Capability | Status |
|---|---|
| Leadership & Executive Experience | Yes |
| Knowledge of Company’s Business | Not marked in skills matrix |
| Financial Expertise | Yes; Audit Committee financial expert |
| Broad International Exposure | Yes |
| Innovation & Technology | Not marked in skills matrix |
| Independence | Yes |
| Tenure on Board | 2 years |
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Dana Gross | 5,228 | <1% (star denotes less than 1%) |
| Breakdown | Shares |
|---|---|
| Common stock beneficially owned | 1,242 |
| RSUs vesting within 60 days of April 8, 2025 | 3,986 |
- Shares outstanding: 59,042,917 as of April 8, 2025 .
- Ownership guidelines: Non‑employee directors must hold SolarEdge stock equal to 5× their cash retainer; “Stock Ownership” includes common shares and stock units to be settled in shares (excluding awards with vesting conditions other than time‑based) . Compliance status for individual directors is not disclosed .
- Hedging/pledging: Company policy prohibits directors and employees from hedging or pledging company stock; no margin accounts allowed .
Governance Assessment
- Board effectiveness and independence: Gross is independent, serves as Compensation Committee Chair (appointed Nov 11, 2024), and is designated an Audit Committee financial expert—strengthening oversight of pay, risk, and financial reporting .
- Engagement and attendance: Board held 13 meetings in 2024; each director attended at least 81% of Board meetings and 100% of their committee meetings—indicative of active engagement .
- Pay structure and cost discipline: Director pay relies on cash retainers and time‑based RSUs; the Board reduced cash retainers by 20% starting July 1, 2024 and continued indefinitely, signaling cash conservation and alignment with shareholder interests .
- Ownership alignment and policies: Directors are subject to robust stock ownership guidelines (5× cash retainer), anti‑hedging/pledging prohibitions, and director equity acceleration only for death/disability; however, individual compliance status is not disclosed. Gross’s beneficial ownership totals 5,228 shares (including 3,986 RSUs vesting within 60 days), which is modest in absolute terms; alignment is partly supported by ongoing RSU grants and holding requirements .
- Conflicts and interlocks: No related‑party transactions involving Gross were disclosed; Compensation Committee reported no interlocks, mitigating conflict risks .
- Compensation governance: As Chair, Gross oversees pay programs with an independent consultant (FW Cook) and a pay‑for‑performance framework for executives; the committee met seven times in 2024 and reported no consultant conflicts .
RED FLAGS
- Limited disclosed personal share ownership vs. guideline requirements; absence of explicit compliance status disclosure may be viewed as a transparency gap for alignment assessment .
- Multiple external commitments (two other public boards and a senior role at Fiverr) could raise bandwidth questions; company policy caps directors at no more than five public boards, and Gross is within this limit .
Director Compensation (Program Reference)
| Element | Detail |
|---|---|
| Cash | Annual retainers by role, reduced 20% from July 1, 2024 and continued indefinitely |
| Equity | RSUs: $150,000 initial appointment (3‑year annual vest); $195,000 annual grant (vest at 1‑year or next AGM); Chair of Board $425,000 |
| Other | Indemnification in by‑laws; reimbursement of director expenses; acceleration upon death/disability (equity awards made in 2023 onward) |
Committee Composition Snapshot (2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Yoram Tietz, Dana Gross, Guy Gecht | Yoram Tietz | 8 |
| Compensation | Dana Gross, Yoram Tietz, Betsy Atkins | Dana Gross | 7 |