Nadav Zafrir
SOLAREDGE TECHNOLOGIESAbout Nadav Zafrir
Independent director at SolarEdge Technologies (SEDG) since 2019; age 55. Former Chairperson of the Board from August 2019 until November 7, 2024; currently serves on the Nominating & Corporate Governance Committee. CEO and director at Check Point Software Technologies Ltd. since December 2024; previously co-founded and led Team8 (2014–2024) and served 20 years in the Israel Defense Forces, including as Commander of Unit 8200 where he established the IDF Cyber Command. Holds an LLB (IDC Herzliya) and an Executive MBA (Kellogg–Recanati) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SolarEdge Technologies | Chairperson of the Board | Aug 2019 – Nov 7, 2024 | Led Board during CEO transition periods; stepped down as Chair Nov 6–7, 2024 |
| SolarEdge Technologies | Compensation Committee Member | 2024 | Served on Comp Committee; no interlocks with other companies reported |
| Team8 (venture group) | Co-founder & Managing Partner | 2014 – 2024 | Built/backed companies across AI, cybersecurity, data, fintech, enterprise software, infrastructure |
| Israel Defense Forces | Commander, Unit 8200; established Cyber Command | ~20 years (pre-2014) | Led elite technology/cyber unit; foundational cyber expertise |
External Roles
| Organization | Role | Public Company | Start Date | Notes |
|---|---|---|---|---|
| Check Point Software Technologies Ltd. | CEO & Director | Yes | Dec 2024 | Cybersecurity software/hardware; current public board listed in SEDG proxy |
Board Governance
- Independence: The Board determined Messrs. More, Tietz, Gecht, Almogy, and Zafrir and Mses. Atkins and Gross are independent under Nasdaq rules; Audit and Compensation Committee members meet heightened independence criteria .
- Committee memberships: Nominating & Corporate Governance Committee member; Compensation Committee member during 2024 .
- Meetings and attendance: Board held 13 meetings in 2024; each director attended at least 81% of Board meetings during their service period and 100% of committee meetings on which they served; independent directors meet in executive session at every regular Board meeting .
- Board refreshment: Declassification phasing completes beginning with 2026 Annual Meeting; 2025 slate includes Mr. Zafrir among nominees; recent director changes noted .
- Leadership structure: Separation of Chair and CEO roles since 2019; Mr. Zafrir served as independent Chair until Nov 2024; Avery More appointed Chair thereafter .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Fees Earned (cash) – Zafrir | $274,337 | As reported for year ended Dec 31, 2024 |
| Annual Board Retainer (Jan 1, 2024) | $70,000 | Non-employee directors |
| Annual Board Retainer (effective Jul 1, 2024) | $56,000 | Board voluntarily reduced cash retainers by 20% (effective Jul 1, 2024), continued indefinitely Mar 25, 2025 |
| Chairperson Retainer (Jan 1, 2024) | $330,000 | Applies while serving as Chair |
| Chairperson Retainer (effective Jul 1, 2024) | $264,000 | 20% reduction aligned with cash conservation |
| Committee Chair Fees (Jan 1, 2024) | Audit $32,500; Comp $22,500; N&CG $15,000; Tech $15,000 | Annual retainers |
| Committee Chair Fees (effective Jul 1, 2024) | Audit $26,000; Comp $18,000; N&CG $12,000; Tech $12,000 | 20% reduction |
| Committee Member Fees (Jan 1, 2024) | Audit $12,500; Comp $10,000; N&CG $7,500; Tech $7,500 | Annual retainers |
| Committee Member Fees (effective Jul 1, 2024) | Audit $10,000; Comp $8,000; N&CG $6,000; Tech $6,000 | 20% reduction |
Performance Compensation
- Director equity awards are time-based RSUs; there are no director performance metrics tied to compensation (performance metrics apply to executives, not non-employee directors) .
| Equity Award Details (Director) | Grant Date | Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (pro-rated, as Chair) – Zafrir | Jun 5, 2024 | 8,687 | $424,968 | Full vest on earlier of one-year anniversary or next AGM (June 3, 2025) | 2,718 RSUs forfeited after stepping down as Chair to reflect pro-rated service through Nov 6, 2024 |
| Company Performance Metrics Used in Incentives (context for governance) | Metric Type |
|---|---|
| Revenues | Annual cash incentive metric (NEOs) |
| Non-GAAP Operating Income (Loss) | Annual cash incentive metric (NEOs) |
| Stock Price (30-Day Price targets) | PSU stock price goals, three-year performance period |
| Relative Total Shareholder Return (TSR) vs S&P 500 | PSU metric, three-year period |
Other Directorships & Interlocks
- Current public company board: Check Point Software Technologies Ltd. (CEO & director) .
- Compensation committee interlocks: None; no SEDG executive officers served on boards/comp committees of entities with reciprocal executive overlap in past year .
- Board service limits: Directors may not serve on more than five public boards, per governance highlights .
Expertise & Qualifications
- Deep cybersecurity and technology leadership; prior commander of IDF Unit 8200 and established IDF Cyber Command .
- Founder/operator background via Team8 across AI, cybersecurity, data, fintech, enterprise software, infrastructure .
- Legal and business education: LLB (IDC Herzliya); Executive MBA (Kellogg–Recanati) .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 13,484 | As of April 8, 2025; “less than 1%” of outstanding shares |
| Shares Outstanding Reference | 59,042,917 | Basis for percentage ownership table |
| Unvested RSUs (as of Dec 31, 2024) | 5,969 | Director equity outstanding; subject to time-based vesting |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging for directors and employees |
| Stock Ownership Guidelines | 5× cash retainer for non-employee directors | Board-adopted ownership and holding guidelines |
Governance Assessment
- Independence and attendance: Board deems Mr. Zafrir independent under Nasdaq rules; Board met 13 times in 2024 with each director ≥81% attendance and 100% committee attendance, and independent director executive sessions at every regular meeting—supports effective oversight .
- Compensation alignment: Director pay mixes modest cash retainers (reduced by 20% from July 2024, continued indefinitely) and time-based RSUs; no performance-linked director awards, limiting pay-for-performance signaling at the director level but consistent with market practice .
- Ownership and risk policies: Robust stock ownership guidelines (5× retainer) and prohibition on hedging/pledging enhance alignment and reduce risk .
- Potential conflicts: Current CEO role at Check Point (cybersecurity) creates limited sector overlap with SEDG (solar/inverter technology); proxy discloses no related-party transactions involving Mr. Zafrir (only a Cato Networks transaction tied to another executive), reducing conflict risk .
- Committee work: Service on Nominating & Corporate Governance (3 meetings in 2024) and prior Compensation Committee demonstrates governance engagement; Compensation Committee met 7 times (2024), Audit Committee 8, Technology Committee 4—active committee cadence .
- Board structure: Continued separation of Chair and CEO; leadership transition with Mr. Zafrir stepping down as Chair Nov 2024 enhances independence signaling; declassification trajectory supports annual accountability by 2026 .
RED FLAGS: None disclosed specific to Mr. Zafrir. No related-party transactions or hedging/pledging; forfeiture of Chair-linked RSUs upon stepping down reflects appropriate pro-ration rather than a pay anomaly .