Uri Bechor
SOLAREDGE TECHNOLOGIESAbout Uri Bechor
Uri Bechor (age 54) is Chief Operating Officer (COO) of SolarEdge, having joined in 2019 after 22 years at Flex Ltd. where he served as SVP Global Operations (Europe & Americas) and GM; in his prior role he oversaw more than forty manufacturing sites and was responsible for revenues of more than $10 billion . In 2024, NEO annual incentive metrics were 50% Revenues and 50% Non-GAAP Operating Income, but threshold performance was not achieved (actual revenues $0.9B; Non-GAAP Operating Income $(1.3)M), resulting in no annual cash bonus for the NEOs, including the COO . The company’s long-term PSU construct ties vesting to 3-year relative TSR (vs. S&P 500) for annual awards and, for certain 2024 grants, absolute stock price hurdles; notably, the final 50% tranche of 2022 PSUs did not earn due to a company TSR of negative 94.54% for the 2022–2024 period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Flex Ltd. | SVP Global Operations (Europe & Americas); GM (Flex International Ltd.) | 22 years | Oversaw >40 manufacturing sites; responsible for >$10B revenues |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None | — | — | Other current public boards: None |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $498,118 | $480,931 | $458,856 |
| Actual Bonus Paid (USD) | $392,423 | $0 (no NEO bonuses paid for 2023) | $0 (no NEO bonuses paid for 2024) |
2024 target annual incentive award as % of base salary (COO): 80% .
Performance Compensation
2024 Annual Cash Incentive
| Metric | Weight | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenues | 50% | $1.32B (80% of target) | $1.65B | $1.98B (120% of target) | $0.9B | 0% |
| Non-GAAP Operating Income (Loss) | 50% | $(264)M (80% of target) | $(220)M | $(176)M (120% of target) | $(1.3)M | 0% |
Because threshold performance for both measures was not achieved, no 2024 annual cash incentive was earned .
Equity Awards Granted
2024 awards:
| Grant date | Award type | Shares/Target (#) | Grant-date fair value (USD) | Vesting terms |
|---|---|---|---|---|
| 01-03-2024 | RSUs | 10,796 | $933,206 | Footnote class (6): equal quarterly installments through February 28, 2026 for RSUs labeled (6) in outstanding table |
| 01-16-2024 | PSUs | Threshold 2,497; Target 9,986; Max 14,979 | $989,912 | 3-year relative TSR performance (2024–2026) with 25%/100%/150% payout mapping |
| 12-05-2024 | PSUs | 90,000 | $426,152 | 3-year price-hurdle PSUs ending 12/5/2027; 33.3% vests at 30-day price $40, 33.3% at $70, 33.3% at $100; minimum 2 years employment required |
| 12-05-2024 | RSUs (retention) | 120,000 | $1,510,800 | Equal quarterly installments over 4 years commencing 11/30/2024 (i.e., 7,500 per quarter) |
2023 awards:
| Grant date | Award type | Shares/Target (#) | Grant-date fair value (USD) | Vesting terms |
|---|---|---|---|---|
| 01-04-2023 | RSUs | 3,853 | $1,119,528 | 4-year quarterly vest |
| 02-08-2023 | PSUs | Threshold 875; Target 3,500; Max 5,250 | $1,099,770 | 3-year relative TSR (2023–2025) with 25%/100%/150% payout mapping |
PSU program context: 2024 NEO equity mix targeted at 50% PSUs and 50% RSUs; relative TSR PSU payout scale: below 25th percentile 0%; 25th percentile 25%; 50th percentile 100%; 75th percentile 150% (linear interpolation) . The final 50% tranche of PSUs granted in 2022 (measured 2022–2024) earned 0% due to negative 94.54% TSR (ranked 485 vs S&P 500) .
Equity Ownership & Alignment
Beneficial Ownership and Near-term Vesting
| Item | Quantity |
|---|---|
| Total beneficial ownership (shares) | 49,384 |
| Breakdown (within 60 days of 4/8/2025): Directly owned | 31,964 |
| RSUs vesting within 60 days | 11,169 |
| Options exercisable within 60 days | 6,251 |
| Shares outstanding reference | 59,042,917 |
| Ownership as % of shares outstanding | ~0.0837% (49,384 ÷ 59,042,917) |
Company policy prohibits hedging and pledging transactions and margin accounts for all employees and directors . Executives must retain 50% of “net profit shares” from vesting/exercises until they meet ownership guidelines .
Outstanding Equity Awards and Vesting (as of 12/31/2024)
| Instrument | Status | Terms |
|---|---|---|
| Stock options | 3,815 exercisable at $101.81, expiring 01-02-2030 | |
| Stock options | 2,436 exercisable with 153 unexercisable at $311.35, expiring 01-05-2031; the residual unexercisable portion vested in full on 02-28-2025 | |
| RSUs | 1,107 (class (6)) vest equal quarterly through 02-28-2026 | |
| RSUs | 2,168 (class (7)) vest equal quarterly through 02-28-2027 | |
| RSUs | 8,772 (class (9)) vest equal quarterly through 02-29-2028 | |
| RSUs (retention) | 120,000 vest equal quarterly over 4 years commencing 11-30-2024 | |
| PSUs (relative TSR) | 875 (class (8)) 3-year period ending 12-31-2025 (threshold shown per SEC rules) | |
| PSUs (relative TSR) | 2,497 (class (10)) 3-year period ending 12-31-2026 (threshold shown per SEC rules) | |
| PSUs (price hurdles) | 90,000 vest in 3 tranches if 30-day successive average stock price reaches $40, $70, $100 during 3-year period ending 12-05-2027; minimum 2 years employment |
Market values shown in the proxy outstanding table were calculated using $13.60 closing price on 12/31/2024 .
Ownership Guidelines and Compliance
| Policy element | Detail |
|---|---|
| Stock ownership guideline (executive team) | Maintain ownership equal to 2× annualized base salary (CEO 4×; directors 5× cash retainer) |
| Holding requirement | Retain 50% of net profit shares until guideline met |
| Compliance status | As of the record date, all executives and directors subject to the policy have met the guideline or are in compliance with holding requirements |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | September 1, 2019 (COO employment agreement effective date) |
| Contract type | At-will; employer/employee may terminate with notice |
| Notice period | 180 days prior written notice for Mr. Bechor; 90 days for other NEOs |
| Change-in-control | Double-trigger equity vesting (accelerates if qualifying termination within 1 year following a change in control) |
| Severance/pension/benefit contributions (Israel) | Company contributions: 8.33% severance pay component; 6.5% savings and risk; 7.5% education fund (up to ~$4,000/year); up to 2.5% disability insurance; employee deductions: 6% base salary plus 2.5% education fund; Manager’s Insurance arrangements per Israeli law |
| 2024 “All other compensation” components | Company contributions to severance fund $38,223; pension/recreation/recuperation $52,671 |
| Clawback policy | Compliant with Exchange Act Rule 10D-1; recovery of excess incentive compensation upon restatement |
| Hedging/pledging | Prohibited for all employees/directors; no margin accounts |
| Perquisites | Executives do not receive special perquisites not extended to other employees |
Compensation Structure Analysis
- Equity mix emphasizes performance-based PSUs (relative TSR and absolute price hurdles) alongside time-based RSUs, with the 2024 NEO program targeted at 50/50 PSU/RSU; removal of stock options from LTI since 2022 reduced leverage/volatility vs prior option-driven structures .
- Annual cash incentives applied strict gates; for 2023 and 2024, corporate financial thresholds were not met, and no bonuses were paid to NEOs—showing strong pay-for-performance linkage and downside alignment .
- Large 12/2024 retention RSU grant (120,000 shares; quarterly vest over 4 years) plus price-hurdle PSUs (90,000 shares with $40/$70/$100 triggers) are retention/turnaround-focused levers tied to staying power and stock recovery .
Risk Indicators & Red Flags
- Negative TSR outcome for the 2022 PSU tranche (−94.54% over 2022–2024; no earn-out) underscores execution and market risk; PSUs can pay zero for underperformance .
- Hedging/pledging prohibited and stock retention requirements in place (50% net profit shares until guideline met), mitigating misalignment risks and speculative trading behavior .
- No tax gross-ups or special executive-only perquisites; strong governance practices including clawback policy and stock ownership guidelines .
Compensation Peer Group and Say-on-Pay
- The company uses a peer framework (reviewed with FW Cook) for setting compensation; 2024 peer group includes diversified industrial/technology names (e.g., First Solar, Generac, Vertiv, Teradyne) to align pay near market medians .
- Say-on-Pay support in 2023 was 85.69% of votes cast, indicating broad investor acceptance of the program design .
Investment Implications
- Near-term insider selling pressure: Quarterly vesting from the 120,000 retention RSUs (~7,500 shares per quarter) will trigger routine tax-withholding sales, but holding requirements (50% net profit shares) and anti-hedging/pledging policies limit discretionary selling, aligning long-term ownership .
- Alignment and upside leverage: Price-hurdle PSUs (90,000 shares) align payouts to sustained price recovery ($40/$70/$100 30-day averages), creating clear market-based milestones and retention incentives (minimum two years employment) .
- Pay-for-performance and downside protection: Two consecutive years of zero bonuses for NEOs increase retention risk but demonstrate discipline; large time-based RSUs partially offset and serve as retention instruments amid restructuring and turnaround efforts .
- Execution risk tied to TSR/financials: Prior PSU zero earn-outs emphasize that equity payouts depend on durable operating and stock performance; monitoring relative TSR, revenue trajectory, and non-GAAP operating income will be key for forecasting incentive realizations and potential share supply from vesting .