Shuki Nir
SOLAREDGE TECHNOLOGIESAbout Shuki Nir
Shuki Nir is SolarEdge’s Chief Executive Officer and a director since December 4, 2024. He has nearly three decades of leadership experience in global technology companies, including senior roles at SanDisk, and holds an MBA, LLB, and BA in accounting from Tel Aviv University; age 56 per the latest proxy. SolarEdge’s compensation framework includes clawbacks, prohibits hedging/pledging, and uses at-risk equity (RSUs/PSUs) with relative TSR and stock-price hurdles to align pay with performance; 2024 annual cash incentives paid zero given thresholds were not met. He was appointed CEO with a $765,000 base salary, 100% target bonus, and a mix of RSUs/PSUs that vest over multiple years and require 30-day average price hurdles, indicating strong equity-linked incentives and retention design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SanDisk Corp. | SVP & GM, Retail; SVP Corporate Marketing | 2008–2016 | Led turnaround of loss-making consumer division into a profitable global market leader . |
| SanDisk Corp. | VP roles | 2006–2008 | Senior sales and marketing roles following msystems acquisition . |
| msystems Ltd. | VP sales/marketing | 2003–2006 | Pre-acquisition leadership; transitioned to SanDisk post-acquisition . |
| Nir Strategic Consulting Ltd. | Strategic consultant | 2017–2024 | Strategic consulting for multinational technology companies . |
| Destinator Ltd. | Sales/marketing roles | Prior to 2003 | Commercial and product market development roles . |
| MindEcho, Inc. | Co-founder & CEO | Early career | Founding leadership in a tech venture . |
External Roles
| Organization | Role | Years | Notes/Committee Roles |
|---|---|---|---|
| SolarEdge (SEDG) | Director (Class III) | Since Dec 4, 2024 | Committees: None . |
| Oddity Tech Ltd. (ODD) | Director | Since Jul 2024 | Current public board . |
| Kornit Technologies (KRNT) | Director | Since Jul 2018 | Current public board . |
| Cardo Systems Ltd. | Director | Since 2021 | Private company board . |
| IronSource Ltd. (IS) | Director | Jun 2021–Nov 2022 | Prior public board service . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Salary (USD) | $276,926 | Actual paid and translated from NIS; see footnotes . |
| Stock Awards (USD) | $3,021,768 | Grant-date fair value under ASC 718 . |
| Non-Equity Incentive (USD) | $0 | No annual cash incentives paid for 2024 as thresholds not achieved . |
| All Other Compensation (USD) | $41,348 | Company contributions to severance/pension/recreation funds and recuperation allowance . |
| Total (USD) | $3,340,042 | Summary Compensation Table total . |
| CEO Base Salary (appointment terms) | $765,000 | Effective December 4, 2024 . |
| Target Annual Bonus | 100% of base salary | Per CEO employment agreement . |
| Base Salary (NIS; year-end 2024) | 2,643,180 NIS | Increased upon CEO appointment . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Company financial performance | N/A | 100% of base for CEO; 75% as CMO prior to promotion | Threshold not achieved | $0 | N/A |
| PSUs (Sign-on; Dec 5, 2024 grant) | 30-day avg stock price hurdles | 33.3% per tranche | Tranche A: $40; B: $70; C: $100 | N/A | N/A | 3-year performance period; requires min 2 years employment; ends Dec 5, 2027 |
| RSUs (Sign-on; Dec 5, 2024 grant) | Time-based | N/A | 28,450 units | N/A | N/A | 25% on Feb 28, 2026; then quarterly through Feb 28, 2029 |
| RSUs (Sep 2, 2024 grant) | Time-based | N/A | 88,715 units | N/A | N/A | 25% on May 31, 2025; quarterly thereafter over 3 years |
Equity mix and governance: Company-wide long-term awards have been structured 50% PSUs and 50% RSUs with relative TSR and stock-price hurdles to align executive and shareholder interests .
Equity Ownership & Alignment
| Unvested/Unearned Awards (as of Dec 31, 2024) | Quantity | Market/Payout Value | Key Vesting Terms |
|---|---|---|---|
| RSUs (Sep 2024) | 88,715 | $1,206,524 (at $13.60/share) | 25% on May 31, 2025; quarterly thereafter through May 1, 2028 |
| RSUs (Dec 2024) | 28,450 | $386,920 (at $13.60/share) | 25% on Feb 28, 2026; quarterly thereafter through Feb 28, 2028 |
| PSUs (Dec 2024; price hurdles) | 106,683 | $1,450,889 (market/payout at $13.60/share) | 30-day price hurdles at $40/$70/$100, 33.3% each; performance period ends Dec 31, 2027 |
- Stock ownership policy requires executives/directors to hold 50% of “net profit shares” until guideline met; all covered individuals met or are in compliance with holding requirements as of the record date .
- Company has clawback policy covering cash and equity incentives, and prohibits all hedging and pledging transactions by employees/directors .
Employment Terms
| Term | Detail |
|---|---|
| Effective date (CEO) | December 4, 2024 . |
| Termination notice | 180-day notice for termination without cause . |
| Base salary (USD) | $765,000 . |
| Target bonus | 100% of base salary . |
| Sign-on equity | 28,450 RSUs; 106,683 PSUs with $40/$70/$100 hurdles; vesting over 3 years with conditions noted above . |
| 2025 LTI (approved) | Target value $4.2 million, comprised of RSUs/PSUs based on the same performance terms . |
| Change-in-control economics | Estimated value of equity vesting upon termination without cause within 12 months of change in control: $3,044,333 (as of Dec 31, 2024, at $13.60/share) . |
| Employment agreement (Israel) | Commencement Dec 4, 2024; position CEO; base salary 160,640 ILS; overtime 69,146 ILS; 25 vacation days; 700 ILS transportation; education fund; RSUs/PSUs noted; non-competition agreement attached as Exhibit B (forms integral part of employment agreement) . |
Board Governance
- Director since December 4, 2024; Committees: None; board majority independent (8/9); independent Chair separate from CEO (Avery More; appointed Nov 6, 2024), with independent directors meeting in executive sessions at every regular board meeting .
- Board meeting cadence/attendance: In 2024 the Board held 13 meetings; each director attended at least 81% of Board meetings and 100% of the committee meetings on which they served during their service period .
- Governance controls: Compensation Committee and Audit Committee composed of independent directors and meet heightened independence criteria under Nasdaq rules .
- Dual-role implications: Nir is a management director (not independent) while the board maintains an independent Chair and majority of independent directors; regular executive sessions and independent committees mitigate typical independence concerns .
Compensation Structure Analysis
- 2024 annual cash incentive paid zero due to not meeting threshold performance; indicates pay-for-performance discipline in a challenging year .
- Long-term awards emphasize at-risk equity: PSUs with stock price hurdles ($40/$70/$100) and relative TSR goals, plus time-vested RSUs; executive mix remains heavily performance-oriented .
- 2025 LTI targeted at $4.2M, continuing RSU/PSU design with price-based hurdles, reinforcing retention and market recovery alignment .
- Ownership/holding requirements and clawback policy strengthen alignment and downside accountability; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing misalignment risk .
- Change-in-control value is primarily equity acceleration contingent on double-trigger timing (termination within 12 months), limiting windfall risk without a transaction and termination .
- No related-party transactions disclosed for Nir upon appointment; no family relationships; appointment not pursuant to arrangements with other persons .
Equity Ownership & Potential Selling Pressure
- Significant unvested RSU tranches begin vesting May 31, 2025 and Feb 28, 2026, implying potential periodic sellable share supply upon vest events; PSUs require sustained price hurdles to vest, moderating near-term selling pressure until performance conditions are met .
Expertise & Qualifications
- Degrees: MBA, LLB, BA in accounting (Tel Aviv University) .
- Track record: SanDisk consumer division turnaround to profitability; multi-board experience across tech and consumer sectors .
Investment Implications
- Alignment: Heavy equity-based incentives with explicit stock price hurdles and clawback/ownership policies suggest strong alignment with shareholder value recovery; absence of 2024 cash bonus underscores pay-for-performance discipline .
- Retention: Multi-year RSU/PSU schedules, 180-day notice, and approved 2025 LTI provide retention stability during leadership transition .
- Governance: CEO-director dual role is counterbalanced by an independent Chair and independent committees with regular executive sessions, supporting oversight quality during restructuring and strategic pivots .
- Trading signals: Upcoming RSU vest dates (starting May 31, 2025) can create incremental supply, while PSU hurdles ($40/$70/$100 30-day price) create potential catalyst windows tied to sustained price performance over the three-year period to December 2027 .