Yoram Tietz
SOLAREDGE TECHNOLOGIESAbout Yoram Tietz
Yoram Tietz, age 62, is an independent director of SolarEdge Technologies (SEDG) since January 6, 2025, serving as Audit Committee Chair and Compensation Committee member; he has over 36 years in public accounting including 15 years as Managing Partner of EY Israel (2007–2022), is a senior advisor at General Atlantic since 2022, and holds a B.A. in Economics and Accounting from Tel Aviv University . The Board determined he is independent under Nasdaq rules and qualifies as an “Audit Committee financial expert,” with the Audit Committee meeting eight times in 2024 and maintaining heightened independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kost Forer Gabbay & Kasierer (EY Israel) | Managing Partner | 2007–2022 | Led EY Israel; deep financial reporting and audit oversight expertise |
| SolarEdge Technologies | Audit Committee Chair; Compensation Committee Member | 2025–present | Audit Chair; member of Compensation Committee; designated “financial expert” |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Atlantic LLP | Senior Advisor | 2022–present | Global investment firm advisor |
| Friends of Sheba Medical Center | Chairman | Not disclosed | Largest hospital in Israel; non-profit |
| Birthright Israel Excel | Chairman | Not disclosed | Non-profit program leadership |
| Other Public Company Boards | — | — | None |
Board Governance
- Committee assignments: Audit Committee (Chairperson); Compensation Committee (Member); Board classified into classes with declassification completing in 2026; Tietz appointed Jan 6, 2025, initially recommended by a non‑management director .
- Independence: Board determined Tietz is independent under Nasdaq rules; Audit and Compensation Committees meet heightened independence criteria; Tietz, Gross, and Gecht each qualify as “Audit Committee financial experts” .
- Audit Committee oversight: Financial reporting integrity; legal/regulatory compliance; auditor qualification/independence; internal audit function; related‑party policies; non‑GAAP measures; met eight times in 2024 and sets eight meetings per year (four for financial results; four for internal audits/risk follow‑up) . Audit Committee report signed by Tietz (Chairperson) .
- Compensation Committee: As of the proxy, consists of Dana Gross (Chair), Yoram Tietz, and Betsy Atkins; met seven times in 2024; committee oversees incentive structures, CEO/NEO goals, and human capital policies .
- Governance policies: Clawback policy; prohibition on hedging/pledging for employees and directors; stock ownership and holding guidelines for Board members; limit of no more than five public boards per director .
Fixed Compensation
| Component | Annual Retainer Effective Jan 1, 2024 (USD) | Annual Retainer Effective Jul 1, 2024 (USD) | Notes |
|---|---|---|---|
| Board Member | $70,000 | $56,000 | Board voluntarily reduced retainers by 20% effective Jul 1, 2024; continued indefinitely Mar 25, 2025 |
| Audit Committee Chair | $32,500 | $26,000 | Applies to Tietz as Audit Chair |
| Compensation Committee Member (Non‑Chair) | $10,000 | $8,000 | Applies to Tietz as non‑chair member |
Directors receive quarterly cash installments; no additional pay for serving as general members of committees they chair; customary reimbursements; indemnification under by‑laws .
Performance Compensation
| Award Type | Grant Date Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (on appointment) | $150,000 | Vests in equal annual installments over 3 years | Programmatic for non‑employee directors |
| Annual RSU (non‑Chair) | $195,000 | Vests in full on earlier of 1‑year anniversary or next AGM, subject to service | Prorated if service starts off‑cycle |
| Annual RSU (Chair of Board) | $425,000 | Same vest schedule as annual RSU | Not applicable to Tietz (not Board Chair) |
| Vesting Acceleration | — | Acceleration upon death or disability | Applies to awards since 2023 |
- Non‑employee director equity awards are RSUs; the program does not disclose option awards for directors .
- Executive PSU program (not for directors) uses 50% PSUs/50% RSUs, with TSR relative to S&P 500 and 30‑day average stock price goals over 3 years; included here for governance context, not applicable to director pay .
Other Directorships & Interlocks
| Category | Status | Details |
|---|---|---|
| Current public company boards | None | Tietz serves on no other public boards |
| Compensation Committee interlocks | None | In 2024, no executive officer served on another entity’s board/compensation committee with reciprocation; no interlocks reported |
| Board service limits | In place | No more than five public boards per director |
Expertise & Qualifications
- Financial expert designation under SEC rules and Nasdaq sophistication standard; Audit Committee Chair .
- 36+ years in public accounting; leadership as EY Israel Managing Partner; global/international exposure; BA in Economics & Accounting .
- Skill matrix highlights independence and financial expertise; <1 year tenure as of proxy publication .
Equity Ownership
- As of Dec 31, 2024, director RSU holdings were disclosed for then‑serving directors; Tietz joined Jan 6, 2025, so his individual RSU/share ownership amounts were not reported in the 2024 director holdings table .
- Anti‑hedging and anti‑pledging policies apply to directors; stock ownership and holding guidelines exist for Board members (specific multiples not disclosed in the cited sections) .
Governance Assessment
- Strengths: Independent director with audit chair responsibilities and “financial expert” designation; heightened committee independence; robust audit oversight cadence and clear chartered responsibilities; Board‑wide governance practices (clawback, anti‑hedge/pledge, ownership guidelines, board declassification path) support investor confidence .
- Compensation alignment: Board reduced cash retainers by 20% in mid‑2024 and continued indefinitely in Mar 2025, signaling cash conservation and restraint; director equity is time‑based RSUs with standardized values/vesting, avoiding discretionary or opaque payouts .
- RED FLAG (potential perceived conflict): Tietz’s prior leadership role at EY Israel (2007–2022) while SolarEdge’s independent auditor is Kost Forer Gabbay & Kasierer, a member of EY Global; although the Audit Committee discussed auditor independence per PCAOB/SEC standards, investors may scrutinize this relationship given his audit chair role . The Board asserts heightened independence compliance for all audit members, which partially mitigates this risk .
- Committee interlocks: None reported, reducing conflicts risk; compensation committee composition and activities suggest structured oversight of incentives and human capital .