WASHINGTON, D.C. 20549
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Transition
On August 23, 2024, Mr. Zvi Lando notified the Board of Directors (the “Board”) of SolarEdge Technologies, Inc. (the “Company”) of his resignation from the role of Chief Executive Officer of the Company (“CEO”), effective as of August 26, 2024 (the “Effective Date”). In connection with Mr. Lando’s resignation, on August 24, 2024, the Board appointed Ronen Faier, who served as the Company’s Chief Financial Officer prior to such appointment, as the Company’s interim Chief Executive Officer (“Interim CEO”), effective as of the Effective Date. Following the Effective Date, Mr. Lando will continue to serve as a member of the Board and remain employed by the Company in the role of Special Advisor.
Mr. Faier, age 53, has served as the Company’s Chief Financial Officer since 2011. Prior to joining the Company, Mr. Faier served from 2008 to 2010 as the chief financial officer of Modu Ltd, a privately owned Israeli company. Between 2004 and 2007, Mr. Faier held several senior finance positions, including chief financial officer at M-Systems prior to its acquisition by SanDisk Corporation in 2006. Previously, Mr. Faier served as corporate controller of VocalTec Communications Ltd. Mr. Faier holds a CPA (Israel) license, an MBA (with Honors) from Tel Aviv University and a B.A. in Accounting and Economics from the Hebrew University in Jerusalem. Mr. Faier currently serves on the board of directors of Monday.com Ltd and Kaltura Inc.
In connection with his appointment as Interim CEO, the Board approved the following compensation for Mr. Faier: (i) a total monthly salary of 216,000 NIS per month; (ii) an additional cash bonus incentive with a target amount of 100% of his base salary based on a performance period beginning September 1, 2024 through March 31, 2025 (and such bonus will be prorated if a permanent CEO is appointed prior to the end of such performance period), payable at the same time as annual bonuses are paid to other executives of the Company; (iii) 50,000 restricted stock units with a one-year vesting schedule; (iv) 15,000 performance share units which will vest if the Company’s common stock trades at a 30-day successive stock price of $50 or more during a two-year performance period; and (v) all other compensation and benefits, including benefits upon a termination of employment, consistent with the compensation and benefits previously reported for Mr. Faier in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024. In addition, with respect to each of the aforementioned equity grants, if Mr. Faier’s employment is terminated due to the appointment of a permanent CEO or due to any other involuntary termination by the Company without cause, the awards will remain outstanding and be settled (or eligible to be earned) based on the originally-scheduled vesting date.
Mr. Faier was not appointed pursuant to any arrangement or understanding with any other person. Mr. Faier does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Faier has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
Chief Financial Officer Transition
In connection with Mr. Faier’s appointment as Interim CEO and in accordance with the Company’s previously announced succession planning, on August 24, 2024, the Board also appointed Mr. Ariel Porat to succeed Mr. Faier as the Company’s Chief Financial Officer, effective as of the Effective Date.
Mr. Porat, age 40, has served as the Company’s Senior Vice President, Finance since June 2024. Prior to joining the Company, Mr. Porat served as the head of the Europe Region of Siemens Energy, an energy company, between April 2021 and April 2024. Prior to that position, Mr. Porat held the position of Chief Executive Officer of Siemens Israel between 2020 and 2021, and prior to that, between 2019 and 2020, he served as the Chief Financial Officer of Siemens Israel.
Mr. Porat was not appointed pursuant to any arrangement or understanding between him and any other person, other than the previously announced expectation that he will succeed Mr. Faier as the Chief Financial Officer of the Company. Mr. Porat does not have any family relationships with any director or executive officer of the Company, and there are no transactions in which Mr. Porat has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On August 26, 2024, the Company issued a press release announcing the resignation of Mr. Lando as CEO, the appointment of Mr. Faier as Interim CEO, and the appointment of Mr. Porat as Chief Financial Officer. A copy of the press release is attached as Exhibit 99.1 hereto.
The information being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SOLAREDGE TECHNOLOGIES, INC. |
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Date: August 26, 2024 | By: /s/ Rachel Prishkolnik |
| | Name: Rachel Prishkolnik Title: VP General Counsel and Corporate Secretary |
