ORMAT TECH INC (ORA)
Sector: Utilities
2026 Annual Meeting Analysis
ORMAT TECH INC · Meeting: June 2, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Joined in July 2020; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns identified.
Joined May 2024, fewer than 24 months ago, so is exempt from the TSR trigger under the new-director exemption; no overboarding, attendance, or independence concerns identified.
Joined June 2022; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns identified.
Joined May 2012; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; holds two current public company board seats (M.L.R.N. and CLAL) plus ORA, which is within the policy limit; no attendance or independence concerns identified.
Joined June 2022; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; serves on three other public company boards (Paz Energy, Ayalon Insurance, ISROTEL) for a total of four including ORA, which is at but does not exceed the policy limit; no attendance or independence concerns identified.
Joined May 2018; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns identified.
Joined November 2015; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; holds three other public company seats (AudioCodes, Tigo Energy, Radware) for a total of four including ORA, which is at but does not exceed the policy limit; no attendance or independence concerns identified.
Joined July 2017; ORA's 3-year price return of +27.0% trails the ^GSPC — S&P 500 by 43.8pp, well below the 65pp threshold for strong-positive absolute TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns identified.
All eight director nominees pass the policy screens: ORA's 3-year absolute stock return of +27.0% is in the strong-positive tier, meaning the TSR trigger requires a gap of at least 65 percentage points below the ^GSPC — S&P 500 benchmark — the actual gap of 43.8pp falls short of that threshold, so no director is flagged on performance grounds. Ravit Barniv joined fewer than 24 months ago and is additionally exempt. No overboarding, attendance failures, independence conflicts, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Doron Blachar
Total Comp
$3,618,005
Prior Support
86%%
The CEO's total compensation of $3,618,005 is within a reasonable range for a CEO of a ~$6.6B market-cap renewable energy company, and prior Say on Pay support was a strong 86%, well above the 70% threshold that would require a No vote absent changes. The pay program is well-structured, with roughly 55% of the CEO's total pay delivered in long-term equity (60% performance stock awards / 40% restricted stock awards) tied to measurable metrics including three-year relative total shareholder return versus the S&P 500 and megawatt capacity growth, and annual bonuses require positive net income to pay out at all. A meaningful clawback policy compliant with NYSE rules is in place, and an independent compensation consultant (F.W. Cook) was engaged, supporting a FOR determination.
Auditor Ratification
✓ FORAuditor
Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited
Tenure
N/A
Audit Fees
$3,966,308
Non-Audit Fees
$545,298
Non-audit fees (audit-related fees of $53,000 plus tax fees of $492,298, totaling $545,298) represent approximately 13.8% of audit fees of $3,966,308, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. No material restatements were identified.
Overall Assessment
The 2026 Ormat Technologies annual meeting presents three proposals: election of eight directors, an advisory vote on executive pay, and ratification of PwC as auditor. All proposals pass the applicable policy screens and receive a FOR determination — no director triggers the TSR underperformance threshold (the 43.8pp gap versus the ^GSPC — S&P 500 falls short of the 65pp required for strong-positive absolute TSR), executive pay is reasonably structured with a majority in performance-based equity and strong prior shareholder support, and non-audit fees are well within independence limits.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing