Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Disclosure
Controls and Procedures
Our
management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as of December 31, 2023. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management
is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based
on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were
effective and operating to provide reasonable assurance that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and
to provide reasonable assurance that such information is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management
assessed our internal control over financial reporting as of December 31, 2023. Management based its assessment on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting
controls, process documentation, accounting policies, and our overall control environment.
Based
on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the year
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements
for external reporting purposes in accordance with U.S. generally accepted accounting principles. We reviewed the results of management’s
assessment with the Audit Committee of our Board of Directors.
Our
independent registered public accounting firm, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independently assessed
the effectiveness of the company’s internal control over financial reporting, as stated in Part II, Item 8 of this Form 10-K.
Our
management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures
or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed
and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation
of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or procedures.
62
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred
during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM
9B. Other Information
(a)
Not applicable.
(b)
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
63
PART
III
ITEM
10. Directors, Executive Officers and Corporate Governance.
The
information required by Item 10 will be included under the captions “Directors and Corporate Governance”, “Board Committees”,
“Code of Conduct and Ethical Business Conduct”, “Compensation Committee Report”, and “Deliquent Section
16(a) Reports” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120
days of the year ending December 31, 2023 (the "2024 Proxy Statement") and is incorporated herein by reference.
ITEM
11. Executive Compensation
The
information required by Item 11 will be included under the captions “Board Committees”, “Director Compensation”,
“Executive Compensation”, and “Compensation Risk” in our 2024 Proxy Statement and is incorporated herein by reference.
ITEM
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
information required by Item 12 will be included under the captions “Security Ownership of Certain Beneficial Owners and Management”
in our 2024 Proxy Statement and is incorporated herein by reference.
Compensation
Plan Information
The
information required regarding securities authorized for issuance under our equity compensation plans is incorporated by reference from
the information contained in the section entitled “Equity Compensation Plan Information” in our 2024 Proxy Statement.
ITEM
13. Certain Relationships and Related Transactions, and Director Independence
The
information required by Item 13 will be included under the captions “Transactions with Related Persons” and “Directors
and Corporate Governance” in our 2024 Proxy Statement and is incorporated herein by reference.
ITEM
14. Principal Accountant Fees and Services
The
information required by Item 13 will be included under the captions “Proposal No. 2 Ratification of Appointment of Independent Registered
Public Accounting Firm for 2024” in our 2024 Proxy Statement and is incorporated herein by reference.
64
PART
IV
ITEM
15. Exhibits, Financial Statement Schedules
Our
Consolidated Financial Statements and Notes thereto are included in Item 8 of this Annual Report on Form 10-K. See Index to Item 8 for
more detail.
All
financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated
Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.
Index
to Exhibits
Exhibit
No.
Description
Incorporation
by Reference
3.1
Restated
Certificate of Incorporation
Incorporated by reference
to Exhibit 3.2 to Form 8-K filed with the SEC on June 2, 2023
3.2
Amended
and Restated By-Laws
Incorporated by reference
to Exhibit 3.1 to Form 8-K filed with the SEC on December 1, 2022
4.1
Description
of Common Stock
Filed with this report
4.2
Specimen
Common Stock Certificate of the Registrant
Incorporated by reference
to Exhibit 4.1 of Amendment No. 1 to Form S-1 (Registration No. 333-202159) filed with the SEC on March 11, 2015
4.3
Indenture,
dated September 25, 2020, between the Company and U.S. Bank National Association, as trustee
Incorporated by reference
to Exhibit 4.1 to Form 8-K filed with the SEC on September 25, 2020
4.4
Form
of 0.000% Convertible Senior Note due 2025 (included in Exhibit 4.3)
Incorporated by reference
to Exhibit 4.2 to Form 8-K filed with the SEC on September 25, 2020
10.1†
Employment
Agreement, dated August 20, 2019 between SolarEdge Technologies Ltd. and Uri Bechor
Incorporated by reference
to Exhibit 10.1 to Form 8-K filed with the SEC on August 21, 2019
10.2†
Employment
Agreement, dated December 1, 2010, between SolarEdge
Technologies, Inc. and Ronen Faier
Incorporated
by reference to Exhibit 10.3 of Amendment No. 1 to Form S-1 (Registration No. 333-202159) filed with the SEC on March 11, 2015
10.3†
Employment
Agreement, dated May 17, 2009, between SolarEdge Technologies, Inc. and Zvi Lando
Incorporated by reference
to Exhibit 10.3 of Amendment No. 1 to Form S-1 (Registration No. 333-202159) filed with the SEC on March 11, 2015
10.4†
SolarEdge
Technologies, Inc. 2007 Global Incentive Plan.
Incorporated by reference
to Exhibit 99.3 to Form S-8 (Registration No. 333-203193) filed with the SEC on April 2, 2015
10.5†
SolarEdge
Technologies, Inc. Amended and Restated 2015 Global Incentive Plan
Incorporated by reference
to Exhibit 10.1 to Form 10-Q filed with the SEC on May 10, 2017
10.6†
SolarEdge
Technologies, Inc. 2015 Employee Stock Purchase Plan
Incorporated by reference
to Exhibit 99.2 to Form S-8 (Registration No. 333-203193) filed with the SEC on April 2, 2015
10.7
†
Form
of Non-Employee Director RSU Award Agreement
Incorporated by reference
to Exhibit 10.11 to Form 10-K filed with the SEC on August 20, 2015
10.8
†
Form
of Non-Employee Director Stock Option Award Agreement
Incorporated by reference
to Exhibit 10.12 to Form 10-K filed with the SEC on August 20, 2015
10.9
†
Form
of Employee RSU Award Agreement
Incorporated by reference
to Exhibit 10.13 to Form 10-K filed with the SEC on August 20, 2015
10.10
†
Form
of Employee Stock Option Award Agreement
Incorporated by reference
to Exhibit 10.14 to Form 10-K filed with the SEC on August 20, 2015
10.11†
Form
of Performance Award Agreement
Incorporated by reference
to Exhibit 10.11 to Form 10-K filed with the SEC on February 22, 2023
65
10.12
Form
of Indemnification Agreement for Directors and Officers
Incorporated by reference
to Exhibit 10.1 to form 8-K filed with the SEC on July 7, 2023
21.1
List
of Subsidiaries of the Registrant
Filed with this report.
23.1
Consent
of Kost Forer Gabbay & Kasierer, independent registered public accounting firm
Filed with this report.
24.1
Power
of Attorney (included in signature page)
Filed with this report.
31.1
Certification
of Chief Executive Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended
Filed with this report.
31.2
Certification
of Chief Financial Officer Pursuant to Rules 13a-14(a) and15d-14(a) of the Securities Exchange Act of 1934, as amended
Filed with this report.
32.1
Certification
of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed with this report.
32.2
Certification
of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed with this report.
97.1
Rule
10D-1 - Clawback Policy
Filed with this report.
101.INS
XBRL Instance Document
- - embedded within the Inline XBRL document
Filed with this report.
101.SCH
XBRL Taxonomy Extension
Schema Document
Filed with this report.
101.CAL
XBRL Taxonomy Extension
Calculation Linkbase Document
Filed with this report.
101.DEF
XBRL Taxonomy Extension
Definition Linkbase Document
Filed with this report.
101.LAB
XBRL Taxonomy Extension
Label Linkbase Document
Filed with this report.
101.PRE
XBRL Taxonomy Extension
Presentation Linkbase Document
Filed with this report.
104
Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
Filed with this report.
† Management contract
or compensatory plan or arrangement.
ITEM
16. Form 10–K Summary
None.
66
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
/ s/
Zvi Lando
Name:
Zvi Lando
Title:
Chief Executive Officer
Date:
February
26, 2024
67
POWER
OF ATTORNEY
Know all persons by these
presents, that each person whose signature appears below constitutes and appoints Zvi Lando, Ronen Faier, and Rachel Prishkolnik, or any
of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report
on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them or their or such person’s
substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed
by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.
Signature
Title
Date
/s/Zvi Lando
Chief
Executive Officer and Director
( Principal
Executive Officer )
2/26/2024
/s/Ronen Faier
Chief
Financial Officer
( Principal
Financial and Accounting Officer )
2/26/2024
/s/Nadav Zafrir
Chairman
of the Board
2/26/2024
/s/Dirk Carsten Hoke
Director
2/26/2024
/s/Marcel Gani
Director
2/26/2024
/s/Avery More
Director
2/26/2024
/s/Tal Payne
Director
2/26/2024
/s/Betsy Atkins
Director
2/26/2024
/s/ Dana Gross
Director
2/26/2024
68