You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of SolarEdge Technologies, Inc. (the “Company”) at 9 am Pacific Time on May 18, 2020. Due to the
public health impact of the COVID-19 pandemic, we have adopted a virtual meeting format for our Annual Meeting, conducted via a live audio webcast. You will be able to attend the Annual Meeting online, listen to the meeting live and submit
questions during the meeting by visiting www.virtualshareholdermeeting.com/SEDG2020. You will also be able to vote your shares electronically during the Annual Meeting. In light of the COVID-19 pandemic, we believe that a virtual meeting
provides greater access to those who may want to attend the Annual Meeting. We have designed the format of the Annual Meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting. Our
decision to hold the Annual Meeting in a virtual meeting format relates only to the 2020 Annual Meeting, and we intend to return to an in-person annual meeting next year.
The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders
a notice of Internet availability of our proxy materials (the “Notice”) instead of a paper copy of this proxy statement and our 2019 Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also
contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2019 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not
receive the Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials
electronically. By employing this distribution process, we will conserve natural resources and reduce the costs of printing and distributing our proxy materials.
Your vote is important. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible to ensure that your shares are represented. You may vote
by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by
telephone, written proxy, or voting instruction card will ensure your representation at the Annual Meeting.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders of SolarEdge Technologies, Inc. will be held virtually at www.virtualshareholdermeeting.com/SEDG2020 on May 18, 2020 at 9
am pacific time, for the following purposes:
1. To elect the three directors named in the Proxy Statement as Class II directors of SolarEdge Technologies, Inc., each to serve until the third annual meeting of stockholders following this Annual Meeting of
Stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. To ratify the appointment of EY, as our independent registered public accounting firm for the year ending December 31, 2020.
3. To approve, on an advisory and non-binding basis, the compensation of our named executive officers (commonly referred to as “Say-on-Pay” vote).
4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on March 20, 2020 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.
The Notice and the proxy materials are being made available to our stockholders on or about April 7, 2020.
By Order of the Board of Directors
Rachel Prishkolnik
Vice President
General Counsel & Corporate Secretary
1 HaMada Street
Herziliya Pituach, Israel
April 7, 2020
Whether or not you expect to attend the virtual meeting, we hope you will vote as soon as possible so that your shares may be represented at the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 18, 2020:
This Notice of Annual Meeting, this Proxy Statement and our 2019 Annual Report available on the Internet at www.proxyvote.com.
SolarEdge Technologies, Inc.
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on May 18, 2020
TABLE OF CONTENTS
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SOLAREDGE TECHNOLOGIES, INC.
1 HAMADA STREET, HERZILIYA PITUACH, ISRAEL
PROXY STATEMENT
May 18, 2020
The accompanying proxy is solicited on behalf of the board of directors (the “Board of Directors” or the “Board”) of SolarEdge Technologies, Inc., a Delaware corporation (the
“Company”), for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held online at www.virtualshareholdermeeting.com/SEDG2020 on May 18, 2020 at 9 am pacific time. The Notice and the proxy materials, including this
Proxy Statement, were first made available to stockholders on or about April 7, 2020. You can access the proxy materials by following instructions in the Notice and visiting www.proxyvote.com. Electronic copies of this Proxy Statement and
our 2019 Annual Report are also available at the Company’s website at http://investors.solaredge.com.
Voting Rights, Quorum and Required Vote
Only holders of record of our common stock at the close of business on March 20, 2020 (the “Record Date”), will be entitled to vote at the virtual Annual Meeting. At the close of
business on March 20, 2020, we had 49,598,796 shares of common stock outstanding and entitled to vote. Holders of the Company’s common stock are entitled to one vote for each share held as of the Record Date. There is no cumulative voting. Each
stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. A quorum is required for our stockholders to conduct business at the virtual Annual Meeting. The holders of a majority in voting power of
all stock outstanding and entitled to vote at the annual meeting, present at the annual meeting or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) will be counted
in determining whether there is a quorum.
For Proposal No. 1 - Election of Directors, directors will be elected if the number of votes of the shares of common stock cast at the Annual Meeting for the nominee’s election
exceeds the number of votes cast against the nominee’s election. Abstentions and broker non-votes (as defined below) will have no effect on Proposal No. 1.
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm - requires the affirmative vote of the holders of a majority in voting power of the
stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will have the same effect as votes against this Proposal No. 2. Broker discretionary voting on this Proposal is allowed and, therefore, there
should be no “broker non-votes”.
Proposal No. 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers (the “Say-on-Pay” vote) - requires the affirmative vote of the holders of a majority in
voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will have the same effect as votes against this Proposal No. 3. “Broker non-votes” will have no effect on this Proposal No. 3.
This advisory vote is not binding on the Board. However, the Board of Directors and the Compensation Committee will review and consider the voting results when evaluating our executive compensation programs and making compensation decisions.
Notice of Internet Availability of Proxy Materials
As permitted by the rules of the SEC, we are making the proxy materials available to our stockholders primarily electronically via the Internet rather than mailing printed
copies of these materials to each stockholder. The Company believes that this process expedites stockholders’ receipt of the proxy materials, lowers the costs incurred by the Company for the 2020 Annual Meeting and helps to conserve natural
resources.
On or about April 7, 2020, we mailed the Notice in the form of a mailing titled “Important Notice Regarding the Availability of Proxy Materials.” The Notice contains
instructions on how to access the Proxy Materials on the Internet and how to vote.
If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request a printed copy, currently or on an ongoing basis. If you
received the Notice by mail and would like to receive a paper or email copy of the proxy materials, follow the instructions on the Notice. Stockholders, who requested paper copies of the proxy materials or previously elected electronic receipt,
did not receive the Notice and will receive the proxy materials in the format requested.
If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote online at the virtual Annual Meeting or in
advance of the Annual Meeting by telephone or electronically via the Internet by following the instructions included in the Notice or by completing, dating and signing the proxy card and promptly returning it in the enclosed envelope if you request
and receive (or previously requested and received) a hard copy of the proxy materials. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions
as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes “for” each of the nominees in Proposal No. 1, “for” Proposal No. 2 and “for” Proposal No. 3.
Stockholders as of the record date may participate in, vote, and submit questions while attending the virtual Annual Meeting, you will need the control number included on your proxy card, or
voting instruction card (if your shares are held through a stockbroker or another nominee). We encourage you to access the Annual Meeting prior to the start time and allow ample time to log in to the Annual Meeting webcast and test your computer
audio system.
The Company is committed to transparency and therefore all questions received during the Annual Meeting, and the Company’s responses, will be posted to our Investor Relations website at http://investors.solaredge.com
promptly after the Annual Meeting. Personal details may be omitted for data protection purposes. We reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to the Annual Meeting matters
or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically
through the Internet in accordance with the voting instructions provided by that nominee. If you do not provide voting instructions to your broker in advance of the Annual Meeting, applicable rules grant your broker discretionary authority to vote
on “routine” proposals. The ratification of the appointment of the independent registered public accounting firm in Proposal No. 2 is the only item on the agenda for the Annual Meeting that is considered routine. Where a proposal is not “routine,”
a broker who has received no instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal, and the un-voted shares are referred to as “broker non-votes.”
In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the chairman of the meeting, or a majority of the voting power of
the stock present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote thereon, shall have power to adjourn or recess the Annual Meeting to permit further solicitations of proxies.
The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that
stockholders’ instructions have been recorded properly. Stockholders voting by telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and
Internet access providers, which must be borne by the stockholder.
The expenses of soliciting proxies to be voted at the Annual Meeting will be paid by the Company. Following the original mailing of the Notices, the proxies and other soliciting
materials, as applicable, proxies may be solicited on our behalf by directors, officers or employees of the Company, without additional remuneration, in person, by telephone or email. Following the original mailing of the Notice, the proxies and
other soliciting materials, as applicable, the Company will request that banks, brokers and other nominees forward copies of the Notice, the proxy and other soliciting materials, as applicable, to persons for whom they hold shares of common stock
and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.
Any person submitting a proxy has the power to revoke it at any time prior to voting being concluded at the Annual Meeting. A proxy may be revoked by a writing delivered to the
Company stating that the proxy is revoked, by a subsequent vote or proxy that is submitted via telephone or Internet, or by attendance virtually at the Annual Meeting and voting online. In order for beneficial owners to change any of your
previously provided voting instructions, you must contact your bank, broker or other nominee directly.
Delivery of Documents to Stockholders Sharing an Address
Some banks, brokers and other nominee record holders may have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding” under which
multiple stockholders who share the same address will receive only one copy of the Annual Report or Proxy Statement, as applicable. We will promptly deliver a separate copy of the Notice or the proxy materials, as applicable, to you if you notify
us by telephone at 972 (9) 957-6620, by mail at SolarEdge Technologies, Inc. at, 1 HaMada Street, Herziliya Pituach 4673335, Israel, or by email at investors@solaredge.com. You also may request additional copies of the Notice or the proxy materials
by notifying us in writing or by telephone at the same address, email address, or telephone number. Stockholders with shares registered in the name of a brokerage firm or bank should contact their brokerage firm or bank to request information about
householding or to opt in or out of householding.
PROPOSAL NO. 1—ELECTION OF DIRECTORS
The Company’s Board of Directors is presently comprised of eight members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the
stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election. Class I directors consist of Dan Avida, Yoni Cheifetz and Doron Inbar; Class II directors
consist of Tal Payne and Marcel Gani; and Class III directors consist of Nadav Zafrir, Zivi Lando and Avery More. Mr. Nadiv Zafrir was appointed to the Company’s board of directors on August 14, 2019. He was recommended to us by our former Chief
Executive Officer, Mr. Guy Sella and is known in the hi-tech industry and in the Israeli military community for his managerial skills and leadership of innovative technology development. Mr. Zivi Lando, who took over as Acting Chief Executive
Officer upon the untimely passing of former Chief Executive Officer, Chairman, and founder, Mr. Guy Sella in August 2019, was appointed as a director on February 19, 2020 and at that time, the Board affirmed that Mr. Lando will continue as Chief
Executive Officer (the “CEO”) on a permanent basis.
The Class II directors standing for reelection at the Annual Meeting are Tal Payne and Marcel Gani. Class I and Class III directors will stand for reelection or election at the
2022 and 2021 annual meetings of stockholders, respectively.
Each of the nominees for election to Class II is currently a director of the Company. If elected at the Annual Meeting, each of the nominees for election to Class II would serve
until the third annual meeting of stockholders following this Annual Meeting and until his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. If any of the nominees is unable or unwilling
to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the stockholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the
stockholders may vote for just the remaining nominees, leaving a vacancy that may be filled at a later date by the Board, or the Board may reduce the size of the Board of Directors.
The names of the nominees for reelection as Class II directors at the Annual Meeting and of the incumbent Class I and Class III directors, and certain information about them,
including their ages as of March 20, 2020, are included below.
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Elected Director (Calendar Year)
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Current Term Expires
(Calendar Year)
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Expiration of Term for which Nominated
(Calendar Year)
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Director Nominees
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Marcel Gani (2)
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II
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Director
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2015
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2020
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2023
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Tal Payne (2)
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II
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Director
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2015
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2020
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2023
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Continuing Directors
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Nadav Zafrir
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III
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50
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Chairman of the Board
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2019
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2021
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Avery More (1)(3)
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III
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Director
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2006
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2021
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Zivi Lando
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III
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Chief Executive Officer
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2020
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2021
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Dan Avida (1)(3)
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I
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Director
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2007
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2022
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Yoni Cheifetz (3)
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59
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Director
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2010
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2022
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Doron Inbar (1)(2)
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70
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Director
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2010
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2022
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(1)
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Member of the Compensation Committee.
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(2)
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Member of the Audit Committee.
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(3)
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Member of the Nominating and Corporate Governance Committee.
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Nominees for Reelection as Class II Directors
Marcel Gani has served as a member of our Board of Directors since 2015. From 2005 to 2009, Mr. Gani lectured at Santa
Clara University, where he taught classes on accounting and finance. In 1997, Mr. Gani joined Juniper Networks, Inc. where he served as chief financial officer and executive vice president from December 1997 to December 2004, and as chief of staff
from January 2005 to March 2006. Prior to joining Juniper, Mr. Gani served as chief financial officer at various companies, including NVIDIA Corporation, Grand Junction Networks, Primary Access Corporation and Next Computers. Mr. Gani served as
corporate controller at Cypress Semiconductor from 1991 to 1992. Prior to joining Cypress Semiconductor, Mr. Gani worked at Intel Corporation from 1978 to 1991. Mr. Gani holds a B.A. in Applied Mathematics from Ecole Polytechnique Federal and an
M.B.A. from University of Michigan, Ann Arbor. Mr. Gani serves on the board of directors of Infinera, where he is a member of the Audit Committee and the chairman of the Compensation Committee. Mr. Gani brings valuable financial and business
experience to our Board through his years of experience as a chief financial officer with public companies and experience as a director of other public companies.
Tal Payne has served as a member of our Board of Directors since 2015. Tal Payne brings over 15 years of financial
management experience, serving as Chief Financial Officer in Check Point Software Technologies Ltd. (“Check Point”), an Israeli multinational provider of software and combined hardware and software products for IT security, since joining the
company in 2008 and as Chief Financial and Operations Officer since 2015. Ms. Payne oversees Check Point’s global operations and finance, including investor relations, legal, treasury, purchasing and facilities. Prior to joining Check Point, Ms.
Payne served as Chief Financial Officer at Gilat Satellite Networks Ltd., where she held the role of Vice President of Finance for over five years. Ms. Payne began her career as a CPA in public accounting at PricewaterhouseCoopers. Ms. Payne holds
a B.A. in Economics and Accounting and an Executive M.B.A., both from Tel Aviv University. Ms. Payne is a certified public accountant. Ms. Payne brings valuable financial and business experience to our Board through her years of experience as a
chief financial officer with publicly traded companies.
Continuing Directors
Nadav Zafrir joined our Board of
Directors in 2019 and serves as the Chairman. Bringing thirty years of experience in management, leadership, and technology innovation, Mr. Zafrir is a Co-Founder and the Chief Executive Officer of Team8, a company that creates and invests in
technology companies. He previously served as the Commander of the Israel Defense Forces’ Technology Intelligence Unit. He holds an LLB from the Interdisciplinary Center Herzliya (IDC) and an Executive MBA from the Kellogg – Recanati program of the
Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business at Tel Aviv University. Mr. Zafrir’s technological expertise and former work experience with some of our senior management provides our
board and the management team with helpful and valuable contribution insights into the business and technology development discussions which further strengthens our executive management.
Avery More has served as a member of our Board of Directors since 2006. Mr. More was the sole seed investor in the
Company through his fund, ORR Partners I, L.P., and participated in all successive rounds. Mr. More joined Menlo Ventures, a venture capital firm, in 2013 as a venture partner, and focuses on investments in technology companies. Prior to joining
Menlo Ventures, Mr. More was the president and chief executive officer of CompuCom Systems Inc. from 1989 to 1993. Mr. More currently serves on the board of directors of Vidyo, Inc., Takipi, BuzzStream, AppDome, and HolistiCyber Ltd. Mr. More’s
historical knowledge of our company and his experience as a director of other private and public technology companies provides a valuable perspective to our Board.
Zivi Lando joined SolarEdge in 2009 as our Vice President, Global Sales. We announced the appointment of Mr. Lando as our Acting Chief
Executive Officer in August 2019 and as a director of our Board of Directors and permanent CEO on February 9 2020. Mr. Lando had previously spent 16 years at Applied Materials, a materials engineering company focused on the semiconductor, flat
panel display and solar photovoltaic industries based in Santa Clara, California, where he held several positions, including process engineer for metal deposition and chemical vapor deposition systems, business manager for the Process Diagnostic
and Control Group, vice president, and general manager of the Baccini Cell Systems Division in the Applied Materials Solar Business Group. His last position at Applied Materials was Vice President and General Manager of Baccini Cell Systems
Division of the Solar Business Group, which he held from January, 2008 to March 2009. Mr. Lando holds a B.S. in Chemical Engineering from the Technion, Israel’s Institute of Technology in Haifa, and is the author of several publications in the
field of chemical disposition.
Dan Avida has served as a member of our Board of Directors since 2007. Mr. Avida is a partner at Opus Capital, a venture capital firm.
Before joining Opus Capital in 2005, Mr. Avida served for four years as president and chief executive officer at Decru Inc., a pioneering storage security company that Mr. Avida co‑founded in 2001. Between 1989 and 1999 Mr. Avida was employed by
Electronics for Imaging, Inc. (Nasdaq: EFII), where he held a number of positions and ultimately served as chairman and chief executive officer. Prior to Electronics for Imaging, Mr. Avida served as an officer in the Israel Defense Forces.
Mr. Avida holds a B.Sc. in Computer Engineering (summa cum laude) from the Technion, the Israel Institute of Technology. Mr. Avida’s historical knowledge of our company and years of experience in working with innovative companies in the United
States and Israel provide a valuable perspective to our Board.
Yoni Cheifetz has served as a member of our Board of Directors since 2010. Since 2006, Mr. Cheifetz has served as a
Partner at Lightspeed Venture Partners, a venture capital firm, where he focuses on investment activity in Israel in areas of interest, including the Internet, general media, mobile, communications, software, semiconductors and cleantech. Prior to
joining Lightspeed Venture Partners, Mr. Cheifetz was a partner with Star Ventures from 2003 to 2006. Before joining Star Ventures, Mr. Cheifetz was a serial entrepreneur and the founder, CEO and Chairman of several privately held software
companies, most of which have been acquired. Mr. Chiefetz holds a B.Sc. in Applied Mathematics from Tel Aviv University and a M.Sc. in Applied Mathematics and Computer Science from the Weizmann Institute of Science. Mr. Cheifetz’s historical
knowledge of our company and extensive experience in working with technology companies qualify him to serve as a member of our Board.
Doron Inbar has served as a member of our Board of Directors since 2010. Mr. Inbar has been a venture partner at
Viola Ventures, an Israeli-based venture capital firm that invests primarily in early stage companies in the fields of Software, Communications, Semiconductors, Internet, Media, and Consumer Electronics, since 2006. Previously, Mr. Inbar served as
the President of ECI Telecom Ltd., a global telecom networking infrastructure provider, from November 1999 to December 2005 and as its Chief Executive Officer from February 2000 to December 2005. Mr. Inbar joined ECI Telecom Ltd. in 1983 and
during his first eleven years with the company, served in various positions at its wholly-owned U.S. subsidiary, ECI Telecom, Inc., in the U.S., including Executive Vice President and General Manager. In July 1994, Mr. Inbar returned to Israel to
become Vice President, Corporate Budget, Control and Subsidiaries of ECI Telecom Ltd. In June 1996, Mr. Inbar was appointed Senior Vice President and Chief Financial Officer of ECI Telecom Ltd., and he became Executive Vice President of ECI
Telecom Ltd. in January 1999. Mr. Inbar has served on the board of directors of Alvarion Ltd. (formerly Nasdaq: ALVR), a company that sells broadband wireless and Wi‑Fi products, from September 2009 until September 2013 and was a member of its
audit and compensation committees and served as chairman of its nominating and governance committee. Mr. Inbar also served on the board of directors of Archimedes Global Ltd. from 2008 until 2018, a company which provides health insurance and
health provision in Eastern Europe, and serves on the board of directors of MaccabiDent Ltd., the largest chain of dental service clinics in Israel. In 2012, Mr. Inbar joined the board of directors of Comverse Technology Inc. (formerly Nasdaq:
CNSI), where he was a member of the audit committee and corporate governance committee until August 2016. Mr. Inbar served also as a board member and management consultant at Degania Medical Ltd., a medical device designer and manufacturer, and
serves as a board member and management advisor to the board of Tzinorot Ltd. and Cellwize Wireless Technologies Ltd., a developer of innovative wireless solutions. Previously, Mr. Inbar served as chairman of the board of C‑nario Ltd., a global
provider of digital signage software solutions, chairman of the board of Followap Ltd., which was sold to Neustar, Inc. in November 2006, and chairman of the board of Enure Networks Ltd. Mr. Inbar holds a B.A. in Economics and Business
Administration from Bar-Ilan University, Israel. Mr. Inbar’s historical knowledge of our company and extensive experience in working with technology companies qualify him to serve as a member of our Board.
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The Board of Directors recommends a vote FOR the election of each of the two director nominees.
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Directors and Corporate Governance
Board Composition
Our Board of Directors currently consists of eight members.
In accordance with the amended and restated certificate of incorporation and the amended and restated bylaws, our Board of Directors is divided into three classes with staggered
terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve.
Directors for a particular class will be elected for terms expiring at the third annual meeting of stockholders following their election. As a result, only one class of directors
will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective terms. Each director’s term continues until the election and qualification of his or her successor, or his or her
earlier death, resignation or removal.
Board Independence
Under the listing requirements and Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors. Our Principles of Corporate Governance
(the “Principles”) provide that an “independent” director is a director who meets the Nasdaq definition of independence. The Principles also provide that, under applicable Nasdaq rules, the members of each of the Audit and Compensation Committees
are subject to additional, heightened independence criteria applicable to directors serving on these committees. Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each
director (both generally, and, where applicable, under heightened independence criteria applicable to certain committees). Based upon information requested from and provided by each director concerning his background, employment and affiliations,
including family relationships, our Board of Directors has determined, based on the recommendation of our Nominating and Corporate Governance Committee, that each of Messrs. Avida, Cheifetz, Gani, Inbar, More and Zafrir and Ms. Payne is
“independent” under Nasdaq rules. In making the independence determinations, our Board of Directors assessed the current and prior relationships that each non-employee director has with us and all other relevant facts and circumstances, including
the beneficial ownership of our capital stock by each non-employee director and affiliated persons and entities and any payments made to and from entities affiliated with the directors. Based on these assessments, for each director deemed to be
independent, our Board of Directors made a determination that, because of the nature of the director’s relationships or the amounts involved, the director had no relationships with the Company or our management that, in the judgment of the Board,
would impair the director’s independence.
Leadership Structure
On August 21, 2019, Mr. Guy Sella took a leave of absence due to his ailing health, from his roles as the Company’s CEO and Chairman of the Board of
Directors. At that time, Mr. Lando was appointed as our Acting CEO. Upon Mr. Sella’s untimely death on August 25, 2019, Mr. Nadav Zafrir who had previously served as co-chairman of the Board of Directors, assumed the position of Chairman of the
Board. On February 19, 2020, Mr. Lando assumed the role as the Company’s CEO on a permanent basis and was appointed to serve as a member the Board of Directors. Mr. Lando was identified by the Company as the best candidate to lead the continued
growth and innovative spirit of our Company, along with the support and guidance of Mr. Zafrir as Chairman and all of the other Board members.
The Board believes that its current leadership structure best serves the objectives of the Board’s independent oversight of management,
the ability of the Board to carry out its roles and responsibilities on behalf of the shareholders, and the Company’s overall corporate governance.
The Board also believes that the current separation of the Chairman and CEO roles allows the CEO to focus his time and energy on
operating and managing the Company and enables him to leverage the experience and perspectives of the Chairman of the Board and the other experienced Board members. The Board and the Nominating and Corporate Governance Committee periodically
review the leadership structure and may make changes in the future.
Executive Sessions of Independent Directors
In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of independent directors during each
regularly scheduled meeting of the Board.
Principles of Corporate Governance
Our Principles of Corporate Governance are available under “Corporate Governance” on our website at http://investors.solaredge.com.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics that applies to all of our officers and employees, including our Chief Executive Officer and Chief Financial Officer and
those officers and employees responsible for financial reporting. We have also adopted a code of business conduct and ethics that applies to our directors. Our codes of business conduct and ethics are posted on the investor relations section of our
website at http://investors.solaredge.com. We intend to disclose future amendments to our codes of business conduct and ethics, and any waivers of their provisions that we grant to our executive officers and directors, on our website within four
business days following the date of the amendment or waiver.
Board Meetings
During 2019, the Board of Directors held eight meetings. Each director attended 100% of the meetings of the Board of Directors held during the period such director served and each of our directors attended at least 75% of the aggregate of the total number of the meetings held by any of the committees of the Board of Directors on which such director served during such period.
The Board’s Role in Risk Oversight
The Board of Directors oversees the Company’s risk management process. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value,
support the achievement of strategic objectives and improve long-term organizational performance. The Board determines the appropriate level of risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps
taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’s and management’s
consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and
the implementation of that strategy, including financial, legal/compliance, operational/strategic, health and safety, and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the
Board, including material acquisitions and financial matters.
While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit
Committee reviews and discusses the Company’s practices with respect to risk assessment and risk management. The Audit Committee also focuses on the adequacy and effectiveness of the Company’s internal controls. In addition, the Audit Committee
oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s codes of conduct and policies and procedures for monitoring compliance. The Compensation Committee oversees the assessment of the
risks related to the Company’s compensation policies and programs applicable to its officers and other employees. Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, including reports on
significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its committees.
Audit Committee
Our Board of Directors has established an Audit Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com and
that satisfies the applicable standards of the SEC and the listing requirements of Nasdaq. The Audit Committee’s responsibilities include, but are not limited to:
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•
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appointing, compensating, retaining, evaluating, terminating and overseeing our outside auditor;
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•
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at least annually, reviewing the independence of our outside auditor;
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•
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reviewing with our independent registered public accounting firm the matters required to be reviewed by applicable auditing requirements;
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•
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approving in advance all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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•
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meeting to review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the Company and the independent auditor’s reports related to the financial statements;
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•
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receiving reports from management regarding, and reviewing and discussing the adequacy and effectiveness of, the Company’s disclosure controls and procedures;
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•
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establishing and overseeing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, auditing and federal securities law matters;
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•
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establishing and periodically reviewing policies and procedures for the review, approval, and ratification of related person transactions; and
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•
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overseeing the preparation of the report of the Audit Committee that SEC rules require to be included in our annual proxy statement.
|
Our Audit Committee, which met seven times in the year ended December 31, 2019, consists of Marcel Gani, Tal Payne and Doron Inbar, with Marcel Gani serving as chairman. The
composition of our Audit Committee complies with all applicable requirements of the SEC and the listing requirements of Nasdaq. All of our Audit Committee members meet the additional, heightened independence criteria applicable to directors serving
on the Audit Committee under the Nasdaq rules and SEC rules. Our Board of Directors has determined that Marcel Gani and Tal Payne each qualify as an “Audit Committee financial expert” as defined by applicable SEC rules and has the requisite
financial sophistication as defined under the applicable Nasdaq rules and regulations.
Compensation Committee
Our Board of Directors has established a Compensation Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com
and that satisfies the applicable standards of the SEC and the listing requirements of Nasdaq. The Compensation Committee’s responsibilities include, but are not limited to:
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•
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overseeing our overall compensation philosophy, policies, and programs;
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•
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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, approving grants of
equity awards to the Chief Executive Officer and recommending to the independent directors the Chief Executive Officer’s compensation level based on this evaluation;
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•
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overseeing the evaluation of other executive officers and approving equity awards to these officers, and setting their compensation based upon the recommendation of the Chief Executive Officer;
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•
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reviewing and approving the design of other benefit plans pertaining to executive officers;
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•
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reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and
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•
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overseeing preparation of the report of the Compensation Committee to the extent required by SEC rules to be included in our annual meeting proxy statement.
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Our Compensation Committee, which met five times during the year ended December 31, 2019, consists of Avery More, Dan Avida and Doron Inbar, with Avery More serving as chairman.
The composition of our Compensation Committee meets the requirements for independence under the applicable rules and regulations of the SEC and the Nasdaq Global Select Market. Each member of the Compensation Committee is also a non-employee
director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is, or was during the year ended December 31, 2019, an officer or employee of the Company. None of our executive officers
currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.
Nominating and Corporate Governance Committee
Our Board of Directors has established a Nominating and Corporate Governance Committee, which operates under a written charter that is available on our website at http://investors.solaredge.com
and that satisfies the applicable standards of the SEC and the listing requirements of Nasdaq. The Nominating and Corporate Governance Committee’s responsibilities include, but are not limited to:
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•
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developing and recommending to the Board criteria for identifying and evaluating director candidates and periodically reviewing these criteria;
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•
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identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors;
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•
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assessing the contributions and independence of incumbent directors in determining whether to recommend them for reelection to the Board;
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•
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developing and recommending to our Board of Directors a set of corporate governance guidelines and principles;
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•
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establishing procedures for the consideration of Board candidates recommended by the Company’s stockholders;
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•
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recommending to the Board candidates to be elected by the Board to fill vacancies and newly created directorships and candidates for election or reelection at each annual stockholders’ meeting;
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•
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periodically reviewing the Board’s leadership structure, size, composition, and functioning;
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•
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overseeing succession planning for positions held by executive offices;
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•
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overseeing the evaluation of the Board and its committees; and
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•
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annually reviewing the compensation of directors for service on the Board and its committees and recommend changes in compensation to the Board, as appropriate.
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Our Nominating and Corporate Governance Committee, which met twice during the year ended December 31, 2019, consists of Avery More, Yoni Cheifetz and Dan Avida, with Avery More
serving as chairman. The composition of our nominating and corporate governance committee meets the requirements for independence under the applicable rules of the Nasdaq Global Select Market.
Policy Regarding Stockholder Recommendations
The Company identifies new director candidates through a variety of sources. The Nominating and Corporate Governance Committee will consider director candidates recommended by
stockholders in the same manner it considers other candidates, as described below.
Stockholders seeking to recommend candidates for consideration by the Nominating and Corporate Governance Committee should submit a recommendation in writing describing the
candidate’s qualifications and other relevant biographical information and provide confirmation of the candidate’s consent to serve as director. Please submit this information to the Corporate Secretary at 1 Hamada Street, Herziliya Pituach,
Israel, 4673335.
Stockholders may also propose director nominees by adhering to the advance notice procedure described under “Stockholder Proposals” elsewhere in this Proxy Statement.
Stockholder Engagement and Communication Policy
Understanding the issues that are important to our stockholders is critical in ensuring that we address their interests in a meaningful and effective way. The Company engages
with our stockholders on a regular basis to discuss a range of topics, including our performance, strategy, risk management, executive compensation, and corporate governance. We recognize the value of taking our stockholders’ views into account.
Dialogue and engagement with our stockholders helps us understand how they view us and set goals and expectations for our performance.
The Company’s engagement with its stockholders takes many forms and is a year-round activity. The Company’s Chief Financial Officer
participates in numerous investor conferences and conducts non deal roadshows in various locations in and outside of the U.S. These meetings provide an opportunity for us to maintain an active dialogue with our stockholders to ensure their
perspectives are thoughtfully considered. During the past fiscal year our Chief Financial Officer engaged in various meetings and conferences with stockholders representing approximately 50% of our shareholdings as of the record date and he
routinely reports feedback received from stockholders to our executive management and Board.
We further communicate with stockholders and other stakeholders through various media, including our annual report and
SEC filings, proxy statement, press releases, and through our website. We hold conference calls for our quarterly earnings releases, which are open to all. These calls are available in real-time and as archived webcasts on our website. In November
2019, we held an Investor Analyst Day with presentations from our Chairman of the Board, CEO, Chief Financial Officer and additional senior executives.
The Company encourages stockholders to participate in the Company’s annual stockholder meetings, as it provides a valuable opportunity to discuss the Company, its corporate governance, and
other important matters.
Any stockholder of the Company or any other interested party wishing to communicate with the Board may write to the Board at Board of Directors, c/o Corporate Secretary, 1 HaMada
Street, Herziliya Pituach 4673335, Israel, or by email at investors@solaredge.com. The Corporate Secretary will maintain a log of such communications and transmit as soon as practicable such communications to the identified director addressees,
unless there are safety or security concerns that mitigate against further transmission of the communication, as determined by the Corporate Secretary. The Board or individual directors so addressed will be advised of any communication withheld for
safety or security reasons as soon as practicable.
In addition, any person wishing to communicate with the Company’s independent directors may do so by writing to them, c/o Corporate Secretary, 1 HaMada Street, Herziliya Pituach
4673335, Israel, or by email at investors@solaredge.com.
Director Qualifications
The Nominating and Corporate Governance Committee and the Board have identified particular qualifications, attributes, skills and experiences that are important to be
represented on the Board as a whole, in light of the Company’s current needs and business priorities:
• Leadership and Executive Experience in Public Companies- We believe that directors who have significant practical experience, demonstrated
business acumen and leadership, and high levels of accomplishment will possess the ability to exercise sound business judgment and to provide insight and practical wisdom to help us analyze, shape, and oversee the execution of important operational
and policy issues while understanding the legal and regulatory demands required from a public company;
• Extensive Knowledge of the Company’s Business – We design and manufacture both hardware and software technological solutions for the smart
energy market while constantly developing and growing our business. Our director’s commitment to understanding the Company and its business, industry, and strategic objectives is significant for their contribution to our strategic planning and
business discussions.
• High Level of Financial Expertise - Accurate financial reporting, robust auditing and familiarity with new accounting principles and
practices are important for us as a public traded company. We therefore seek to have a number of directors who qualify as Audit Committee financial experts. We further expect all of our directors to be financially knowledgeable in order to
understand and advise on our financial reporting, internal control and investment activities.
• Broad International Exposure- We currently have a presence in 28 countries around the world. Our products have been installed in 133
countries around the world. Due to the global nature of our business, we deem it critical for our directors to be able to provide valuable business and cultural perspective on our international operations.
• Innovation and Technology – Our products reflect a focus on innovation and we are continuously searching to improve and enhance the
capabilities of our technology departments. It is important for us to have directors who share the desire for technological innovation, who have themselves led technology companies and who want to be a part of leading the path for continuous
innovation in the area of smart energy.
• Independence - For non-employee directors, independence under Nasdaq listing standards and other applicable rules and regulations.
|
|
Leadership
and
Executive
Experience
|
Knowledge of
the Company’s
Business
|
Financial
Expertise
|
Broad
International
Exposure
|
Innovation
and
Technology
|
Independence
|
|
Nadav Zafrir
|
♦
|
♦
|
|
♦
|
♦
|
♦
|
|
Zivi Lando
|
♦
|
♦
|
|
♦
|
♦
|
|
|
Dan Avida
|
♦
|
♦
|
|
♦
|
♦
|
♦
|
|
Yoni Cheifetz
|
♦
|
♦
|
|
♦
|
♦
|
♦
|
|
Marcel Gani
|
♦
|
♦
|
♦
|
♦
|
|
♦
|
|
Doron Inbar
|
♦
|
♦
|
♦
|
♦
|
|
♦
|
|
Avery More
|
♦
|
♦
|
|
♦
|
♦
|
♦
|
|
Tal Payne
|
♦
|
♦
|
♦
|
♦
|
|
♦
|
The Company values diversity on a company-wide basis and seeks to achieve a diversity of occupational and personal backgrounds on the Board of Directors, but has not adopted a specific policy regarding Board diversity.
The Board evaluates its diversity of occupational and personal backgrounds as part of its annual re-nomination process. In future searches the Board will seek out women and minority candidates to include in the pool of candidates from which new
director nominees are chosen. Each of our director nominees has achieved an extremely high level of success in his career, including extensive experience in technology companies and venture capital firms, as well as historical knowledge of our
company from their many years serving on our Board. In these positions, each has been directly involved in the challenges relating to setting the strategic direction and managing the financial performance, personnel, and processes of large,
complex organizations. Each has had exposure to effective leaders and has developed the ability to judge leadership qualities. The Nominating and Corporate Governance Committee consults with other members of the Board and management in
identifying and evaluating candidates for director.
PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019
The Audit Committee of the Board of Directors has selected EY to be the Company’s independent registered public accounting firm for the year ending December 31, 2020, and
recommends that the stockholders vote for ratification of such appointment. EY has been engaged as our independent registered public accounting firm since 2007. As a matter of good corporate governance, the Audit Committee has requested the Board
of Directors to submit the selection of EY as the Company’s independent registered public accounting firm for 2020 to the stockholders for ratification. In the event of a negative vote on such ratification, the Audit Committee will reconsider its
selection. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.
The following table sets forth the aggregate fees for professional services rendered by EY for the audit of our financial statements for the year ended December 31, 2018 and the
year ended December 31, 2019, and the aggregate fees for other services rendered by EY during those periods:
|
|
|
2018
|
|
|
2019
|
|
|
|
|
In thousands of Dollars
|
|
|
Audit fees(1)
|
|
|
815
|
|
|
|
1,149
|
|
|
Audit related fees (2)
|
|
|
336
|
|
|
|
10
|
|
|
Tax fees(3)
|
|
|
171
|
|
|
|
158
|
|
|
Total audit and related fees
|
|
|
1,322
|
|
|
|
1,317
|
|
|
(1)
|
“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit (including audit of our internal control over financial
reporting for the year ended December 31, 2018 and for the year ended December 31, 2019), reviews of our quarterly financial results submitted on Form 10-Q, Korean statutory audit services and consultations on various accounting
issues.
|
|
(2)
|
“Audit related fees” are fees for financial and tax due diligence with respect to our acquisitions in Korea and Italy.
|
|
(3)
|
Represents professional services rendered for tax compliance, tax advice, tax planning, and review of our Israeli tax returns.
|
Our Board of Directors adopted a written policy for the pre-approval of certain audit and non-audit services which EY provides. The policy balances the need to ensure the
independence of EY while recognizing that in certain situations EY may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. In general, the
Company’s independent registered public accounting firm cannot be engaged to provide any audit or non-audit services unless the engagement is pre-approved by the Audit Committee. Certain services may also be pre-approved by the Chairman of the
Audit Committee under the policy. All of the fees identified in the table above were approved in accordance with SEC requirements and, following our initial public offering, pursuant to the policies and procedures described above.
All of the services of EY, described above, for year ended December 31, 2018 and the year ended December 31, 2019, were pre-approved by the Audit Committee.
|
The Board of Directors recommends a vote FOR the ratification
of the appointment of EY for 2020.
|
PROPOSAL NO. 3—SAY–ON-PAY
In accordance with Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to vote, on an advisory
(non-binding) basis, to approve the compensation of our named executive officers as disclosed in this Proxy Statement (referred to as “Say-on-Pay” vote). As described below in the "Compensation Discussion and Analysis" section of this Proxy
Statement, the Compensation Committee's goals in setting executive compensation are to motivate our executives to maximize stockholder value, provide compensation that varies based on performance, and attract and retain managerial talent, without
promoting unreasonable risk-taking. To achieve these goals, our executive compensation structure emphasizes performance-based compensation, including annual incentive compensation and stock-based awards.
We urge stockholders to read the "Compensation Discussion and Analysis" below, which describes in more detail how our executive
compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative following the Compensation Discussion and Analysis,
which provide detailed information on the compensation of our named executive officers. The Board of Directors and the Compensation Committee believe that the policies and procedures articulated in the "Compensation Discussion and Analysis" are
effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement reflects and supports these compensation policies and procedures.
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, stockholders will be asked at the
Annual Meeting to approve the following advisory resolution:
RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive
officers described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2020 Annual Meeting of Stockholders.
This advisory Say-on-Pay vote is non-binding; however, our Board of Directors and Compensation Committee will review and consider
the voting results carefully when making future decisions regarding our executive compensation programs.
After careful consideration, the Board of Directors has adopted a policy of providing for annual “Say-on-Pay” advisory votes. Unless
the Board of Directors modifies its policy on the frequency of holding “Say-on-Pay” votes, the next “Say-on-Pay” advisory vote will be included in our 2021 proxy statement.
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The Board of Directors recommends a vote FOR the approval of our executive compensation on an advisory basis.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 20, 2020 (unless indicated otherwise below), for:
|
•
|
each person known to us to beneficially own 5% or more of the outstanding shares of our common stock;
|
|
•
|
each member of our Board of Directors and director nominees;
|
|
•
|
each of our named executive officers; and
|
|
•
|
the members of our Board of Directors and our executive officers as a group.
|
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us,
that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership in the following table is based on 49,598,796 shares of common stock outstanding as of March 20, 2020, unless otherwise indicated in the footnotes
below. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all shares of common stock subject to options or other convertible
securities held by that person or entity that are currently exercisable or exercisable within 60 days of March 20, 2020. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o SolarEdge Technologies, Inc., 1 HaMada Street, Herziliya Pituach 4673335, Israel.
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|
|
Shares Beneficially Owned
|
|
|
Name of Beneficial Owner
|
|
Shares
|
|
|
%
|
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
BlackRock, Inc. (1)
|
|
|
3,630,994
|
|
|
|
7.3
|
%
|
|
Swedbank Robur Fonder AB (2)
|
|
|
2,480,228
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
Zivi Lando (3)
|
|
|
36,922
|
|
|
|
*
|
|
|
Ronen Faier (4)
|
|
|
139,416
|
|
|
|
*
|
|
|
Yoav Galin (5)
|
|
|
215,389
|
|
|
|
*
|
|
|
Rachel Prishkolnik (6)
|
|
|
18,806
|
|
|
|
*
|
|
|
Uri Bechor
|
|
|
-
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Nadav Zafrir (7)
|
|
|
1,359
|
|
|
|
*
|
|
|
Dan Avida (8)
|
|
|
96,342
|
|
|
|
*
|
|
|
Yoni Cheifetz (9)
|
|
|
46,831
|
|
|
|
*
|
|
|
Marcel Gani (10)
|
|
|
36,822
|
|
|
|
*
|
|
|
Doron Inbar (11)
|
|
|
126,378
|
|
|
|
*
|
|
|
Avery More (12)
|
|
|
186,832
|
|
|
|
*
|
|
|
Tal Payne (13)
|
|
|
25,712
|
|
|
|
*
|
|
|
All directors and executive officers as a group (14 individuals)(14)
|
|
|
1,431,188
|
|
|
|
2.9
|
%
|
|
|
|
|
|
|
|
|
|
|
——————
|
*
|
Represents beneficial ownership of less than 1%.
|