A LETTER FROM OUR CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

March [27], 2024

DEAR STOCKHOLDER,

MESSAGE FROMIn 2024, we expect to continue capturing the benefits of our successful growth strategy, further expand our capacity in the electricity and storage segments and increase our revenues. We are committed to investing in high-quality geothermal and energy storage assets to position us for continued growth, while also contributing to the global push to reduce greenhouse gas (“GHG”) emissions and utilize the worlds renewable energy resources.

OUR CHAIRMAN OF THE BOARD

Our core business operations are dedicated to addressing critical energy resilience and climate challenges and we are currently benefiting from the tailwinds supporting domestic geothermal and energy storage driven by such global decarbonization efforts.

We remain firm in our dedication to delivering value to our stockholders and advancing sustainable communities and economies in the regions in which we operate.

In 2023, we issued a comprehensive sustainability report for 2022 in accordance with the Global Reporting Initiative (“GRI”) Standards and the standards of the Sustainability Accounting Standards Board (“SASB”). This was the Company’s fifth sustainability report written according to the GRI standards and the third guided by SASB’s requirements and recommendations. During 2022, we saw an impressive 19% reduction in our annual average Scope 1 and 2 GHG emissions and a 25% reduction in GHG emissions intensity, compared to our 2019 baseline levels.

As a renewable energy company with unique geothermal technology, we believe that renewable energy providers like us play a pivotal role in the global fight against climate change. We offer communities around the world a clean, reliable and sustainable power source. We take this role very seriously and are proud of our dedicated and talented workforce and their commitment to Ormat’s mission. We see a bright future at Ormat and appreciate your trust and confidence in our company.

Thank you for your investment in Ormat.

Isaac Angel Chairman of the Board		Doron Blachar Chief Executive Officer

ISAAC ANGEL  |  March 28, 2023TABLE OF CONTENTS

TO OUR STOCKHOLDERS:

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     

On behalf of the

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors I cordially invite you to attend the 2023 Annual Meeting of Stockholders(the “Board”) of Ormat Technologies, Inc. (“Ormat” or the “Company”) is making this Proxy Statement available to be heldyou in connection with the solicitation of proxies on May 9, 2023 at 10:00 a.m., Eastern Daylight Timeits behalf for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on May 8, 2024 at 3:00 p.m., Eastern Daylight Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast.

This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You will be able to attendshould read the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting https://web.lumiagm.com/251938693 and following the instructions included in the enclosedentire Proxy Statement.Statement carefully before voting.

Only stockholders of record at the close of business on March 20, 2023 may vote at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time.

DATE Wednesday, May 8, 2024		TIME 3:00 P.M., Eastern Daylight Time		LOCATION Virtual at https://web.lumiagm.com/251938693		RECORD DATE March 14, 2024

In accordance with the rules of the Securities and Exchange Commission, we sent a Notice of Internet Availability of Proxy Materials on or about March 28, 2023 to our stockholders of record as of the close of business on March 20, 2023. We also provided access to our proxy materials over the Internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

VOTING MATTERS AND BOARD RECOMMENDATIONS

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail, or otherwise virtually at the Annual Meeting. Please review the instructions on the proxy card (or, if you hold your shares in “street name” through a broker, bank or other nominee, voting instruction form) regarding each of these voting options.

By order of the Board of Directors,

Isaac Angel
Chairman of the Board

	Board Vote Recommendation		Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSProposal 1

ORMAT TECHNOLOGIES, INC.|  |  2023  2024 PROXY STATEMENT     0402

TABLE OF CONTENTS

ORMAT TECHNOLOGIES, INC.  |  2023 PROXY STATEMENT    03

ORMAT TECHNOLOGIES, INC.  |  2023 PROXY STATEMENT    04

DEAR STOCKHOLDER,

2022 was a very strong year for Ormat. The Company had solid growth in each operating segment, resulting in a 10.7% year-over-year increase in total revenues and an 8.3% year-over-year increase in operating income. We added 78MW of new generating capacity to our operating portfolio with the addition of our 35MW CD4 plant in Mammoth, California and some expansion projects and hybrid Solar facilities, and we signed long-term power purchase agreements of up to 365MW in our Geothermal and Energy Storage segments. The Company also saw a notable recovery in our Product segment, with higher revenues, improved margins, and new product contracts that considerably increased our backlog to pre-COVID-19 levels.

In 2023, we expect to deliver meaningful revenue expansion and continued profitable growth for our investors. Our growth plans are aggressive, and we are motivated to expand our portfolio significantly and continue providing clean sustainable energy to our customers. The passage of the Inflation Reduction Act of 2022 (the “IRA”) in the United States was a very positive development for renewable energy companies, and we expect to take advantage of the IRA to reduce our capital needs in the coming years. We are focusing our efforts on Indonesia and the United States, and see tremendous growth opportunities in both countries.

In 2022, we strengthened our already strong commitment to environmental, social and governance-related (“ESG”) issues. We issued a comprehensive sustainability report in accordance with the GRI Standards and the standards of the Sustainability Accounting Standards Board, and we successfully met our target of five percent annual average absolute reduction in Scope 1 and 2 greenhouse gas (“GHG”) emissions measured against 2019 base levels. Our Board of Directors also established an ESG Committee in February 2023.

We believe that we successfully weathered the labor challenges that have plagued most employers over the last year. Throughout these challenging times, we believe that we have continued to operate our power plants effectively and efficiently, have continued to build for ourselves and our clients operating power plants, and have engaged in significant drilling campaigns for projects all over the world. I am proud of our dedicated and talented workforce and their commitment to Ormat’s mission.

At Ormat, we take our job of providing clean, sustainable energy very seriously. As we look to the future, we will continue our aggressive development program and expect increased growth as we continue to lead in geothermal energy development and increase our solar and storage holdings. We see a bright future at Ormat and appreciate your trust and confidence in our company.

Thank you for your investment in Ormat.

Doron Blachar

Chief Executive Officer

ORMAT TECHNOLOGIES, INC.|2023 PROXY STATEMENT05

2023 PROXY STATEMENT SUMMARY

The Board of Directors (the “Board”) of Ormat Technologies, Inc. (“Ormat” or the “Company”) is making this Proxy Statement available to you in connection with the solicitation of proxies on its behalf for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on May 9, 2023 at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast.

This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting.

ANNUAL MEETING

	TIME AND DATE	ANNUAL MEETING	RECORD DATE
	Tuesday, May 9, 2023	ONLINE	March 20, 2023
	10:00 a.m., Eastern Daylight Time	https://web.lumiagm.com/251938693

VOTING MATTERS AND BOARD RECOMMENDATIONS

ORMAT TECHNOLOGIES, INC.|2023 PROXY STATEMENT06

CASTING YOUR VOTE

	How to Vote		Stockholders of Record (Shares registered in your name with Ormat’s transfer agent)		Street Name Holders (Shares held through a broker, bank or other nominee)
Internet	Visit the applicable voting website and follow the on-screen instructions.		www.voteproxy.com		Refer to voting instruction form.
Telephone	Within the United States, U.S. Territories and Canada, call toll-free.		+1 (800) 776-9437		Refer to voting instruction form.
Mail	Complete, sign and mail your proxy card (if a stockholder of record) or voting instruction form (if a street name holder) in the self-addressed envelope provided to you.
Virtually	Attend the Annual Meeting and cast your vote on the meeting website.		https://web.lumiagm.com/251938693,, password ormat2023ormat2024		Refer to voting instruction form.

If you own shares that are traded through the Tel Aviv Stock Exchange (“TASE”), you may vote your shares in one of the following ways:

YOUR VOTE IS IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY. YOU MAY VOTE OVER THE INTERNET, BY PHONE OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     05

By submitting your proxy using any of the methods specified in the Notice, you authorize each of Doron Blachar, our Chief Executive Officer, Assaf Ginzburg, our Chief Financial Officer, and Jessica Woelfel, our General Counsel, Chief Compliance Officer, and Corporate Secretary, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. AnyYou may also vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any postponements or adjournments of the Annual Meeting.

ORMAT TECHNOLOGIES, INC.|2023 PROXY STATEMENT07By Order of the Board of Directors.

BOARD NOMINEES

You are being asked to vote on the following nine nominees for directors to serve on our Board for a one-year term expiring at the 2024 Annual Meeting of Stockholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the sections below titled “Proposal 1 – Election of Directors” and “Our Board’s Skills, Experience and Backgrounds.”

				Committee Memberships
Name	Age	Director Since	Independent	Audit		Compensation		Nominating & Corporate Governance		Investment		ESG
Isaac Angel	66	2020
Karin Corfee	62	2022
David Granot	76	2012
Michal Marom	53	2022
Mike Nikkel	58	2021
Dafna Sharir	54	2018
Stanley B. Stern+	65	2015
Hidetake Takahashi	52	2020
Byron G. Wong	71	2017

JESSICA WOELFEL

	Chairman of the Board
	Chair of committee
+	Lead Independent Director

General Counsel, Chief Compliance Officer and
Corporate Secretary

March [27], 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF INTERNET AVAILABILITYPROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2024:

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that permit companies to furnish proxy materials to stockholders via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice by mail, you will not receive a printed copy of our proxy materials unless you specifically request one by following the instructions contained in the Notice. The Notice instructs you on how to access our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 (“Fiscal 2022”2023”), via the Internet at https://www.astproxyportal.com/ast/13766, as well as how to vote online or by telephone. We are first making this Proxy Statement and the accompanying materials available to our stockholders on or about March 28, 2023.[27], 2024.

| CD4 Power Plant, Mammoth, California

ORMAT TECHNOLOGIES, INC.|  |20232024 PROXY STATEMENT     0806

2024 PROXY STATEMENT SUMMARY

The Board of Directors (the “Board”) of Ormat Technologies, Inc. (“Ormat” or the “Company”) is making this Proxy Statement available to you in connection with the solicitation of proxies on its behalf for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on May 8, 2024 at 3:00 p.m., Eastern Daylight Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast.

This summary highlights information about the Company and certain information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting.

WHO WE ARE

At Ormat, we’re always on, delivering renewable power and energy solutions to our customers around the clock and around the world. Clean, reliable energy solutions provided from geothermal power, recovered energy, as well as solar photovoltaic (“PV”) and energy storage solutions, is our expertise, commitment and focus.

With over five decades of experience, Ormat is a leading geothermal company and the only vertically integrated company engaged in geothermal and recovered energy generation (“REG”), with robust plans to accelerate long-term growth in the energy storage market and to establish a leading position in the U.S. energy storage market. Ormat owns, operates, designs, manufactures and sells geothermal and REG power plants primarily based on the Ormat Energy Converter—a power generation unit that converts low-, medium- and high-temperature heat into electricity. Ormat has engineered, manufactured and constructed power plants, which it currently owns or has installed for utilities and developers worldwide, totaling approximately 3,200 MW3,200MW of gross capacity.capacity, including geothermal and REG sites, as of December 31, 2023. Ormat leveragedleverages its core capabilities in the geothermal and REG industries and its global presence to expand its activity intoactivities in clean energy storage services, solar Photovoltaic (PV)production and energy storage plus Solar PV. solutions.

Ormat’s current total generating portfolio is 1,158 MW1,385MW with a 1,070 MW1,215MW geothermal solar PV and solarREG generation portfolio that is spread globally in the U.S., Kenya, Guatemala, Indonesia, Honduras, and Guadeloupe, and an 88 MW170MW energy storage portfolio that is located in the U.S. With the objective of leading the way in renewable energy, weWe are motivated to identify our opportunities and risks with respect to climate change and take efforts to reduce our GHG emissionsenvironmental impact as it relates to climate, water use, and improve our energy efficiency.waste reduction. Our geothermal power plants have farsignificantly lower emissions of carbon dioxide compared to power plants that run on coal or other fossil fuels and provide a sustainableconsistent and stable power supply, making them an ideal source of baseload energy.renewable ‘baseload’ power.

As a global company, we are proud of the impact we make in the communities we serve—not only through the delivery of clean, renewable energy, but through the social impacts we make around the world. We employ approximately 1,480 people and are committed to hiring from local communities. Wherever we work, our objectives are to build and retain an engaged, well-trained, diverse and equitable workforce.

ORMAT TECHNOLOGIES, INC.|  |20232024 PROXY STATEMENT     0907

OUR ESG FOCUS

At the core of our business strategy, we strive to advance a number of goals and work toward accomplishing them in several ways:

Ormat has been sustainably generating power since 1965, and we remain committed to providing renewable energy safely, economically, and in an environmentally responsible manner. We are committed to continuingaccomplishing our goals in a transparent, ethical manner that supports the development and growth of our employees, partners, investors, and the communities in which we operate. As such, a focus on environmental, social, and governance-related (“ESG”) efforts. As a renewable energy solution provider,governance (ESG) issues is part of our DNA, and we seek to ensure that our business and ESG strategies are motivated to identify our opportunities and risks with respect to climate change and take efforts to reduce our greenhouse gas emissions (“GHG”) and improve our energy efficiency.fundamentally aligned. We have establishedpreviously set a target of five percent annual average absolute reduction in Scope 1 (direct emissions) and Scope 2 (indirect emissions) GHG emissions measured against the 2019 base levels. Inlevels and exceeded this target in 2020, 2021 and 2022.

We also align our disclosures with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). As part of this effort,(“TCFD”), as well as with the GRI Standards and guided by the TCFD’s recommendations, we are adding climate-related scenario analysis to our business development and strategy decision-making processes. Aligning to the TCFD standards further strengthens our awareness of the impact Ormat and its operations have on climate change. We have been sustainably generating power since 1965, and we remain committed to providing renewable energy safely, economically, and in an environmentally responsible manner. We aim to act as responsible stewards of the environment and to create and foster a corporate culture for our employees that encompasses the highest standards of fairness and equality. We have recently added updates on social activities such as diversity and inclusion training for employees and our recruiting efforts to attract, advance, and retain a more diverse talent pool. This work surrounding diversity and inclusion remains fundamental to our business as we look to drive both our short-term and long-term initiatives in a sustainable and socially responsible manner. These commitments are applied through our corporate governance, business activities, policies, and strategic objectives.

At the core of our business strategy, we strive to advance a number of goals and work toward accomplishing them in several ways:

| 1	| 2	| 3	| 4	| 5	| 6
Increasing clean energy production capacitySASB standards.   We work to better understand the specific properties of a geothermal reservoir and progressively add new energy generation capacities. As such, we strive to deliver more renewable energy while substantially maintaining the same developmental footprint.	Promoting innovation in all our activities We strive to establish and operate our sites of operation in the most innovative way. Ormat’s R&D department regularly searches for innovations that can be implemented to improve the efficiency of our operations, including environmental performance.	Maintaining synergy with the communities in which we operate This includes, both existing and new sites, where we work to understand the needs and concerns of the local stakeholder community and to build lasting relationships and specific community engagement programs designed to meet those needs and concerns.	Prioritizing and developing our people We strive to provide a diverse and inclusive working environment, to ensure that employees can fulfill both their professional goals, and instill a safe workplace culture. As part of our strategy, we are focusing on hiring and promoting a diverse workforce across all areas of the organization.	Commitment to a fair supply chain We see great importance in managing a fair supply chain and working with suppliers, subcontractors and business partners with good human rights practices. Ormat is committed to complying with applicable laws and human rights commitments, as reflected in our published policies and business activities.	Strong values for solid governance Ormat is committed to conducting its business everywhere with honesty and integrity, and in a manner that avoids even the appearance of impropriety. We believe candor, openness and fairness must be demonstrated by every Ormat employee, manager or director, at all times.

We report our progress on environmental goals and commitments annually in our Sustainability Reports, including, but not limited to, our climate change mitigation measures, biodiversity conservation, and water management efforts. A copy of our most recent Sustainability Report is accessible, free-of-charge, in the Sustainability section of our website at www.ormat.com.The contents of our website, including the Sustainability Reports, are not part of or otherwise incorporated by reference into this Proxy Statement.

At Ormat, we are committed to the advancement and development of people—both our employees and the members of the communities where we operate. We are dedicated to creating a work environment that is diverse and inclusive, based on the principles of equality for all people. We believe diversity, equity, inclusion, and belonging (DEIB) is a key component for developing innovative, diverse ideas and for supporting every employee in reaching their individual potential. As of December 31, 2023, we employed 1,576 employees and are committed to hiring from local communities.

ORMAT TECHNOLOGIES, INC.|  |20232024 PROXY STATEMENT     1008

Key Highlights

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     09

Strategic Highlights

ESG Highlights*

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     10

OUR EXECUTIVE OFFICERS

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. The following sets forth certain information with respect to our executive officers as of March 28, 2023.[27], 2024. Aggregate information regarding the Board throughout this section assumes Ms. Barniv’s election.

Age 47 48 Chief Financial Officer		ASSAF GINZBURG
		Assaf Ginzburg has served as our Chief Financial Officer since May 10, 2020. Since October 2022, Mr. Ginzburg has served as a member of the board of Ithaca Energy plc, a company listed on the London Stock Exchange. Mr. Ginzburg also held several positions, including Executive Vice President and Chief Financial Officer of Delek US Holdings, Inc. (NYSE: DK) and Delek Logistics Partners, LP (NYSE: DKL) from 2013 to 2017 and from 2019 to May 2020, and has over 15 years of experience in the energy industry. Mr. Ginzburg earned a BA in Economics and Accounting from Tel Aviv University, and he has been a member of the Israeli Institute of Certified Public Accountants since 2001.

Age 58 President and Head of Operations and Products		62 SHLOMI ARGAS
		Shlomi Argas has served as our President and Head of Operations and Products since January 1, 2021. Mr. Argas served as our Executive Vice President—Operations and Products from 2018 to 2021. From 2014 to 2017, Mr. Argas served as our Executive Vice President—Projects and was responsible for management of our drilling operations. From 2009 until 2014, Mr. Argas served as our Vice President responsible for management of geothermal projects and REG projects. From 2006 to 2009, Mr. Argas served as Manager of the REG Projects Department, responsible for the design and installation of REG power plants. From 1994 to 2006, Mr. Argas served in our Product Engineering Department as a Product Engineer. Mr. Argas earned a BS in Mechanical Engineering from Ben-Gurion University in 1992 and a Certificate from the Technology Institute of Management, Executive Management Program. As previously disclosed, Mr. Argas has decided to transition out of his role as President and Head of Operations and Products of the Company, effective July 1, 2023, and is expected to remain employed as a senior consultant to the Company’s management, where he will continue supporting various strategic, sales, business development and operational efforts. Mr. Argas’s decision is part of his longer-term personal plan to eventually retire.
Age 61 Executive Vice President— Electricity Segment		SHIMON HATZIR
		Shimon Hatzir has served as Executive Vice President—Electricity Segment since April 1, 2021. Mr. Hatzir served in various roles at the Company for 32 years, most recently, beginning in October 2018 as General Manager of our Energy Storage segment. Previously, Mr. Hatzir has served as Executive Vice President, Engineering and Research and Development at the Company. Mr. Hatzir holds a Bachelor of Science in Mechanical Engineering from Tel Aviv University as well as a Certificate from the Executive Management Program at Technion Israel Institute of Management.

ORMAT TECHNOLOGIES, INC.|2023 PROXY STATEMENT11

Age 59 Executive Vice President— Energy Storage and Business Development		OFER BEN YOSEF
		Ofer Ben Yosef has served as our Executive Vice President—Energy Storage and Business Development since January 1, 2021. From April 2020 until January 2021, Mr. Ben Yosef served as our Executive Vice President—Business Development, Sales and Marketing. From 2008 to 2020, Mr. Ben Yosef served as a Division President at Amdocs Ltd. From 2000 to 2008, Mr. Ben Yosef served at other operational roles at Amdocs Ltd. From 1996 to 2000, Mr. Ben Yosef served as IT manager at AIG Israel. He earned a BA in Earth Science from Bar Ilan University, a BA in Software Development from Tel Aviv University and an MBA from Bar Ilan University.

Age 46 47 General Counsel, Chief Compliance Officer, and Corporate Secretary		JESSICA WOELFEL
		Jessica Woelfel has served as our General Counsel and Chief Compliance Officer since January 25, 2022, and has served as our Corporate Secretary since November 2, 2022. Ms. Woelfel previously served as our Interim General Counsel and Chief Compliance Officer from March 2021 to January 2022, and as Vice President, U.S. Legal for the Company’s business in the United States from January 2019 to March 2021. Ms. Woelfel has more than 20 years of legal experience and, prior to joining the Company, was a partner at McDonald Carano LLP, in Reno, Nevada from 2010 to 2018 and an associate at Sonnenschein, Nath and Rosenthal LLP in San Francisco, California. Ms. Woelfel holds a Bachelor’s degree from the University of California, Berkeley and a J.D. from the University of California, Hastings College of Law.

ORMAT TECHNOLOGIES, INC.|  |20232024 PROXY STATEMENT     1211

PROPOSAL 1: ELECTION OF DIRECTORS

The Board recommends a vote FOR each director nominee. See Page 15

Board Nominees

You are being asked to vote on the following nine nominees for directors to serve on our Board for a one-year term expiring at the 2025 Annual Meeting of Stockholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the sections below titled “Proposal 1 – Election of Directors” and “Our Board’s Skills, Experience and Backgrounds.” Aggregate information regarding the Board throughout this section assumes Ms. Barniv’s election.

								Committee Memberships
Name		Age		Director Since		Independent		Audit			Compensation			Nominating & Corporate Governance			Investment			ESG
Isaac Angel		67		2020
Ravit Barniv		60		—
Karin Corfee		63		2022
David Granot		77		2012
Michal Marom		54		2022
Mike Nikkel		59		2021
Dafna Sharir		55		2018
Stanley B. Stern+		66		2015
Byron G. Wong		72		2017

	Chairman of the Board
	Chair of Committee
+	Lead Independent Director

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     12

Our Experienced and Balanced Board

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     13

Corporate Governance Highlights

Our commitment to good corporate governance is reflected in several practices of our Board of Directors and its committees, as described below.

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal. See Page 32

PROPOSAL 3: AUDITOR RATIFICATION

The Board recommends a vote FOR this proposal. See Page 59

PROPOSAL 4: AMENDMENT TO CERTIFICATE OF INCORPORATION

The Board recommends a vote FOR this proposal. See Page 61

PROPOSAL 5: AMENDMENT AND RESTATEMENT OF 2018 ICP

The Board recommends a vote FOR this proposal. See Page 63

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     14

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board currently consists of nine members. Under its governance agreement with us, our stockholder ORIX is no longer entitled to a second director nominee due to the sell-down of its equity stake in an underwritten public offering in 2022. However, our Board has determined to re-nominate all of the directors previously nominated by ORIX. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following slate of nominees for a one-year term expiring in 2024:2025: Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley B. Stern, Hidetake Takahashi, and Byron G. Wong. Hidetake Takahashi has not been nominated for re-election and will serve until the expiration of his current term at the Annual Meeting; Mr Takahashi was previously nominated by ORIX, whose nomination rights were reduced as a result of its equity sell-down in 2023. For more information, see “Transactions with Related Persons--Transactions with ORIX.” The Board, based upon the recommendation of the Nominating and Corporate Governance Committee, determined to nominate Ravit Barniv to serve as a director if she is elected by our stockholders at the Annual Meeting. Action will be taken at the Annual Meeting for the election of these nominees.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of Isaac Angel, Ravit Barniv, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley B. Stern, Hidetake Takahashi, and Byron G. Wong, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for election, the persons named in the proxy will have the right to use their discretion to vote for a substitute in accordance with SEC rules.

Election of each director nominee requires the affirmative vote of the holders of a majority of votes cast for the election of each director at the Annual Meeting. Abstentions and “broker non-votes” will have no effect on the outcome of this proposal.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 20232024

The following information describes the offices held and other business directorships of each nominee required to be disclosed by SEC rules. Beneficial ownership of equity securities of the nominees is shown under the section entitled “Security Ownership of Certain Beneficial Owners and Management” below.

Age 67 Member of our Board since July 2020 Chairman ofthe Board		ISAAC ANGEL
	DIRECTOR QUALIFICATIONS: •  Extensive experience with our Company, management experience and institutional and strategic knowledge about our energy market, industry and our business
Age 66 Member of our Board since July 2020   Chairman of the Board		BACKGROUND: Mr. Angel has served as Chairman of our Board since January 2021, and served as Executive Chairman of our Board from July 2020 to December 2020. Mr. Angel was also our CEO from 2014 to July 2020. Previously, Mr. Angel served as chairman of the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, from March 2020 to March 2023, as a director of Frutarom Ltd. from 2008 until 2016 and Retalix Ltd. from 2012 until 2013, and as executive chairman of LeadCom Integrated Solutions Ltd. from 2008 to 2009. From 2006 to 2008, Mr. Angel served as Executive Vice President, Global Operations of VeriFone after it acquired Lipman Electronic Engineering Ltd. (“Lipman”), and from 1979 to 2006, he served in various positions at Lipman, including as its President and CEO.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     15

Age 60 Director Nominee Prior Member of our Board from November 2015 to May 2021 Independent Director	RAVIT BARNIV DIRECTOR QUALIFICATIONS: •  Extensive management and corporate governance experience EDUCATION: •  BA, Economics and Philosophy, Tel Aviv University •  MBA, Finance, Tel Aviv University •  MA, Governance, specialization in counterterrorism, IDC Herzliya (now Reichman University) •  MBA, Healthcare Innovation, IDC Herzliya (now Reichman University) BACKGROUND: Ms. Ravit Barniv was previously a member of our Board from November 2015 until May 2021. Ms. Barniv previously served as the chairperson of the board of directors of Tnuva Group, the largest food group in Israel, from 2013 to 2015, as a board member of Clalit Health Care, Israel’s largest healthcare provider, from November 2016 to October 2022. She also served as a chairperson of the board of directors of Shikun & Binui Ltd., an infrastructure, real estate and renewable energy group in Israel, from 2007 to 2012, and as CEO of Netvision Communications, an internet service provider and provider of integration and telecommunication services, from 2001 to 2007.
Age 63 Member of ourBoard sinceJune 2022 IndependentDirector •  Audit Committee •  ESG Committee (Chair)		KARIN CORFEE
	DIRECTOR QUALIFICATIONS: •  Depth of experience in the energy sector and expertise with strategic planning, renewables, energy storage and ESG	EDUCATION: •  BS, Political Economy of Natural Resources, University of California at Berkeley •  MS, Civil Engineering, Stanford University
Age 62 Member of our Board since June 2022 BACKGROUND: Independent Director •  Audit Committee •  ESG Committee (Chair)		BACKGROUND:   Ms. Corfee has served on the board of directors of ClimeCo, a privately held global sustainability company, since September 2021 and the Center for Resource Solutions, a non-profit that creates policy and market solutions to advance sustainable energy, since March 2015. She is also the founder and CEO of KC Strategies LLC, a business consultancy firm specializing in energy, climate and sustainability services since its founding in April 2021. Ms. Corfee is an energy, ESG and management consultant and director with over three decades of experience assisting large corporations, utilities, government agencies, and investors with clean energy transition strategies. Previous work experience includes serving as Vice President of Professional & Advisory Services at Kevala, Inc., a power grid analytics company, from October 2021 to June 2022 where she built their professional advisory services team. From October 2019 through April 2021, Ms. Corfee served as a Partner at Guidehouse, a management consulting firm, where she oversaw the firm’s western energy practice. Ms. Corfee also served as Managing Director at Navigant Consulting, Inc., a management consulting firm from 2011 to its acquisition by Guidehouse in October 2019. Ms. Corfee also served as a Vice President at KEMA, Inc. (now DNV), a global energy consultancy company, from 1998 to 2011. Prior to consulting, Ms. Corfee worked for electric and gas utilities in North America, including Pacific Gas and Electric Company, City of Palo Alto Utilities, and Union Electric Company (now Ameren Corporation).

ORMAT TECHNOLOGIES, INC.  |  2023 PROXY STATEMENT    13

	Age 77 Member of ourBoard sinceMay 2012 IndependentDirector •  Nominating and Corporate Governance Committee •  Investment Committee (Chair) •  ESG Committee	DAVID GRANOT
	DIRECTOR QUALIFICATIONS: •  Extensive management, banking, and financial experience, and overall business knowledge	EDUCATION: •  BA, Economics, Hebrew University •  MBA, Hebrew University
Age 76 Member of our Board since May 2012 Independent Director •  Nominating and Corporate Governance Committee •  Investment Committee (Chair) •  ESG Committee		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •  Rav-Bariach (08) Industries Ltd. (retiring April 2024) •  Bezeq The Israel Telecommunication Corp. Ltd. •  M.L.R.N. Projects and Trading Ltd. (Chairman) •  CLAL Insurance Enterprises Holdings Ltd.
		BACKGROUND: Mr. Granot currently serves on the boards of directors of Bezeq The Israel Telecommunication Corp. Ltd. (TASE:  BEZQ), M.L.R.N. Projects and Trading Ltd. (where he is Chairman of the board) (TASE: MLRN), and CLAL Insurance Enterprises Holdings Ltd. (TASE: CLIS), and Rav-Bariach (08) Industries Ltd. (TASE: BRIH), which are all public companies in Israel. He also serves on the boards of directors of Sonol Israel Ltd. and Rav-Bariach (08) Industries Ltd., which are botha private companiescompany in Israel. During the past five years, Mr. Granot served as a member of the boards of directors of the following non-U.S. public and private companies, for which he no longer serves as a director: Akerstein Ltd., Fritz Companies Israel T. Ltd. (chairman), Alrov (Israel) Ltd., Geregu Power Plc, Harel Insurance, Investments and Financial Services Ltd. (chairman of the Nostro investments committee of the Nostro)committee), Calcalit Jerusalem Ltd., Tempo Beverages Ltd., and Protalix BioTherapeutics, Inc. (NYSE: PLX, where he ceased to serve as a director on June 30, 2022)PLX). From 2001 through 2007, Mr. Granot was the Chief Executive Officer of the First International Bank of Israel Ltd.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     16

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ORMAT TECHNOLOGIES, INC.  |  2023 PROXY STATEMENT    14

		MIKE NIKKEL
	Age 59 Member of ourBoard sinceMay 2021     IndependentDirector •  Compensation Committee •  Investment Committee	MIKE NIKKEL DIRECTOR QUALIFICATIONS: •  Extensive experience in the energy and infrastructure sectors, across development, finance, legal and management	EDUCATION: •  JD, University of Minnesota School of Law
Age 58 Member of our Board since May 2021 BACKGROUND:   Independent Director •  Compensation Committee •  Investment Committee	BACKGROUND: Mr. Nikkel currently serves as Senior Managing Director and Deputy Head of the Energy and Eco-Services Business Headquarters of ORIX, where he assists with global business development and management. Mr. Nikkel joined ORIX in 2016. He has held senior management positions in the energy and infrastructure sectors across development, finance, legal and management for more than 25 years. Mr. Nikkel started his career in the sector at the AES Corporation in 1996, where he became Vice President and Head of Business Development as well as Chief Financial Officer of the firm’s Asian operations before departing the company in 2003. Since that time, he has been Managing Director and a regional head at CLP Holdings, the Chief Executive Officer of a joint venture between CLP and the Mitsubishi Corporation, an Asia-based partner at private equity firm Global Infrastructure Partners, as well as the internal infrastructure and energy advisor to the Jardine Matheson and Astra International group of companies. He has previously served on a number of boards of directors and various committees, including the board and executive committee of Electricity Generating PLC of Thailand, a public company.
Age 55 Member of ourBoard sinceMay 2018 IndependentDirector •  Compensation Committee (Chair) •  Nominating and Corporate Governance Committee		DAFNA SHARIR
	DIRECTOR QUALIFICATIONS: •  Extensive domestic and international financial and legal experience, specifically in mergers and acquisitions	EDUCATION: •  BA, Economics, Tel Aviv University •  LLB, Tel Aviv University School of Law •  LLM, New York University School of Law •  MBA, INSEAD
Age 54 Member of our Board since May 2018 Independent Director •  Compensation Committee (Chair) •  Nominating and Corporate Governance Committee		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •  Cognyte Software Ltd. •  Gilat Satellite Networks Ltd.
		BACKGROUND:  BACKGROUND: Ms. Sharir has served on the board of directors of Gilat Satellite Networks Ltd. (Nasdaq: GILT), a U.S. public company, since 2016, on the board of directors and audit committee of Cognyte Software Ltd. (Nasdaq: CGNT), a U.S. public company, since 2022. She has also served on the board of directors of Minute Media Inc., a private company, since 2021. From 2013 to 2018, she served on the board of directors of Frutarom Industries Inc., and from 2012 to 2015, she served on the board of directors of Ormat Industries Inc., which was merged into Ormat Systems Ltd. (“Ormat Systems”) in February 2015. Since 2005, Ms. Sharir has served as a consultant, providing mergers and acquisitions advisory services, including with respect to due diligence, structuring, and negotiation, to public and private companies around the world. From 2002 to 2005, she served as Senior Vice President—Investments of AMPAL-American Israel Corporation, formerly a U.S. public company, and was responsible for all of its acquisitions and dispositions. From 1999 to 2002, she served as Business Development—Director of Mergers and Acquisitions at AMDOCS and was responsible for international acquisitions and equity investments.

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Age 66 Member of ourBoard since November 2015 LeadIndependent Director •  Audit Committee •  Nominating and Corporate Governance Committee (Chair) •  Investment Committee		STANLEY B. STERN
	DIRECTOR QUALIFICATIONS: •  Extensive management, strategic analysis, banking and financial experience across a broad spectrum of industries	EDUCATION: •  BA, Economics and Accounting, City University of New York, Queens College •  MBA, Harvard University
Age 65 Member of our Board since November 2015 Lead Independent Director •   Audit Committee •   Nominating and Corporate Governance Committee (Chair) •   Investment Committee		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:   •  Audiocodes, Inc. (Chairman) •  Ekso Bionics Holdings, Inc. (Lead Independent Director) •  Radware Ltd.
		•  Tigo Energy, Inc. BACKGROUND:   Mr. Stern is the Managing Partner of Alnitak Capital, which he founded in 2013 to provide board level strategic advisory services and merchant banking services, primarily to companies in technology-related industries. From 1981 to 2000 and from 2004 to 2013, he was a Managing Director at Oppenheimer & Co, where, among other positions, he was head of the investment banking department and technology investment banking group. He also held positions at Salomon Brothers, STI Ventures and C.E. Unterberg. Mr. Stern has served as chairman of the board of directors of AudioCodes, Ltd. (Nasdaq: AUDC), a U.S. public company, since 2012, and serves as a member of the board of directors of the following U.S. public and private companies: Ekso Bionics Holdings,Tigo Energy, Inc. (Nasdaq: EKSO)TIGO) since 2015 and Radware Ltd. (Nasdaq: RDWR) since September 2020. Mr. Stern previously served from 2015 to 2018 as the chairman of the board of directors of SodaStream International Ltd., a U.S. public company in until its sale to Pepsico in 2018, and previously as a member of the board of directors of the following public and private companies:companies, for which he no longer serves as a director: Given Imaging Ltd., Fundtech Inc., Tucows, Inc. (Chairman)(chairman), Polypid Ltd., Odimo, Inc, and Odimo,Ekso Bionics Holdings, Inc. (lead Independent director).
		HIDETAKE TAKAHASHI
	DIRECTOR QUALIFICATIONS: •  Extensive experience and knowledge related to the renewable energy sector	EDUCATION: •  BA, Economics, Keio University (Japan)
Age 5272 Member of our Board since June 2020July 2017 Independent Director •  Investment Audit Committee		OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: •  Ubiteq, Inc.
		BACKGROUND: Mr. Takahashi currently serves as Managing Executive Officer and Head of Energy and Eco-Services Business Headquarters at ORIX, where he has been leading ORIX’s global energy and eco-services business and has been leading their global renewable energy initiative since 2011. Mr. Takahashi joined ORIX in 1993 and has held a variety of investment, management and business operations positions for the firm in multiple industry sectors, including energy, private equity, real estate and corporate finance. He currently serves as a member of the boards of directors of companies invested by ORIX, including Ubiteq Inc. (TYO: 6662), a technology services company which is public in Japan, and the following private companies: Elawn Energy S.L., a global renewable energy company in Spain, and Greenko Energy Holdings, a leading renewable energy company in India.
ESG Committee		BYRON G. WONG
		DIRECTOR QUALIFICATIONS: •  Extensive experience and proficiency in understanding, developing and managing energy and power projects globally	EDUCATION: •  BA, Economics, University of California, Los Angeles •  MBA, University of California, Los Angeles
Age 71 Member of our Board since July 2017 Independent DirectorBACKGROUND: •   Audit Committee •   ESG Committee		BACKGROUND: Mr. Wong has been a private energy consultant following his retirement from Chevron Corporation (“Chevron”) at the end of 2012 after more than 31 years with Chevron, its affiliates and predecessor companies. While at Chevron, from 2001 to 2012, Mr. Wong was Senior Vice President — Commercial Development (Asia) for Chevron Global Power Company, managing a team of professionals in identifying and developing opportunities for independent power projects to monetize Chevron’s gas in the region, and also participating as a member of a decision review board for overseeing Chevron’s geothermal development opportunities in Indonesia and the Philippines. Prior to the merger with Chevron in 2001, Mr. Wong established and staffed the initial Asian office location for Texaco Power and Gasification in Singapore in 1999. Before moving to Singapore, from 1995 to 1999. Mr. Wong was based in London with Texaco Europe: first as the Director of New Business Development (Downstream) for Central/Eastern Europe and Former Soviet Union, with primary responsibility for developing Texaco’s downstream entry into this region, and later, from 1998 to early 1999 as Vice President of Upstream Corporate Development for Europe, Eurasia, Middle East and North Africa, focusing on opportunities for upstream oil and gas mergers, divestments and acquisitions.

ORMAT TECHNOLOGIES, INC.|  |  2023  2024 PROXY STATEMENT18    16

VOTE REQUIREDOUR BOARD’S SKILLS, EXPERIENCE AND BACKGROUNDS

Board Highlights

	6	directors with gender and/or ethnic or racial diversity			1	director former CFO
	4	directors current or former CEOs			7	directors with international experience

Board Credentials and Diversity

Election of

In considering each director nominee, requires the affirmative voteNominating and Corporate Governance Committee and the Board evaluated such person’s key qualifications, skills, experience and perspectives that he or she could bring to the Board, as well as existing commitments to other businesses, professional experience, understanding of the holdersCompany’s business environment and the composition and combined expertise of the existing Board. Certain of the skills considered by the Board are summarized in the matrix below. The fact that a majority of votes cast forparticular qualification, skill, experience or perspective is not listed below does not mean that the election of each director atnominee does not possess it or that the Annual Meeting. AbstentionsNominating and “broker non-votes” will have no effect onCorporate Governance Committee and the outcome of this proposal.Board did not evaluate it.

The Nominating and Corporate Governance Committee also considers traditional diversity factors such as age, gender and ethnic and racial background as set forth in the Company’s Corporate Governance Guidelines. In addition, under our Corporate Governance Guidelines, our Board shall at all times include a minimum of two female directors, subject to periods of director transitions. The Nominating and Corporate Governance Committee makes recommendations to the Board to ensure it is composed of directors with sufficiently diverse and independent backgrounds. The matrix below also provides additional information regarding our directors’ self-identified gender and race/ethnicity. Aggregate information regarding the Board throughout this section assumes Ms. Barniv’s election.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR”THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.Board Skills and Experience

Isaac Angel

Ravit Barniv

Karin Corfee

David Granot

Michal Marom

Mike Nikkel

Dafna Sharir

Stanley Stern

Byron Wong

Senior Leadership and Strategy Experience as a senior executive at a large organization

Public Company CorporateGovernance Experience serving on the board of a public company and/or a strong understanding of corporate governance best practices

Finance and Accounting Experience in financial accounting and reporting, auditing processes and standards, internal controls and/or corporate finance

Capital Markets Experience with a range of capital raising transactions

ESG Experience with corporate social responsibility practices, including sustainability

Capital Projects Experience overseeing, managing or advising on large scale capital projects

Business Development Experience with developing and implementing strategies for growth, including M&A transactions

ORMAT TECHNOLOGIES, INC.|  |  2023  2024 PROXY STATEMENT19    17

HOW WE ARE GOVERNED

CORPORATE GOVERNANCE HIGHLIGHTS

Our commitment to good corporate governance is reflected in several practices of our Board of Directors and its committees, as described below.

Board independence

All directors are independent, other than Mr. Angel, our former CEO,Skills and all committees are made up of independent directors.Experience

Executive sessionsIsaac Angel

Independent membersRavit Barniv

Karin Corfee

David Granot

Michal Marom

Mike Nikkel

Dafna Sharir

Stanley Stern

Byron Wong

Energy Industry Experience in the energy, power generation, renewables and/or utility sectors

International Business Experience with managing international operations

Information Technology/Cybersecurity Experience in information technology, including the importance of maintaining stakeholder trust through protecting their information

Gender

Isaac Angel

Ravit Barniv

Karin Corfee

David Granot

Michal Marom

Mike Nikkel

Dafna Sharir

Stanley Stern

Byron Wong

Male

Female

Non-Binary

Race/Ethnicity

Isaac Angel

Ravit Barniv

Karin Corfee

David Granot

Michal Marom

Mike Nikkel

Dafna Sharir

Stanley Stern

Byron Wong

Asian (excludes Indian/South Asian)

Black/African American

Caucasian/White

Hispanic/Latin American

Indian/South Asian

Middle-Eastern/North African

Native American/Alaskan Native

Native Hawaiian/Other Pacific Islander

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     20

Board Tenure

The Nominating and Corporate Governance Committee strives to maintain a healthy degree of Board refreshment and prevent entrenchment, while weighing the strong contributions delivered by directors with deep knowledge of our Company’s history and strategic long-term goals. Our Board is periodically refreshed with the addition of candidates whom we believe bring new ideas and fresh perspectives into the boardroom. We have added four new directors since 2019. As shown below, the Board’s balanced approach to Board tenure has resulted in an appropriate mix of long-serving and newer directors (which reflects the composition of the Board following the Annual Meeting assuming the election of all director nominees).

HOW OUR BOARD IS SELECTED AND EVALUATED

Director Independence and Independence Determinations

The New York Stock Exchange listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee to be independent. Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. The Board’s policy is to review and determine the independence of all incumbent directors annually, and to review and determine the independence of new director nominees and appointees when nominated or appointed.

The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines, the Board will consider all relevant facts and circumstances in making an independence determination. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that all of the director nominees and directors serving during Fiscal 2023, other than Mr. Angel, are independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service.

Our Board has also affirmatively determined that (i) each current member, each member who served during Fiscal 2023 and each nominee who will serve on our Audit Committee, assuming his or her election, is “independent” for purposes of audit committee membership under the applicable SEC rules and NYSE listing standards, and (ii) each current member, each member who served during Fiscal 2023 and each nominee who will serve on our Compensation Committee, assuming his or her election, is “independent” for purposes of compensation committee membership under the applicable SEC rules and NYSE listing standards.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     21

Board Recruitment Process

Assessment of Board Composition The Nominating and Corporate Governance Committee considers the appropriate size of the Board and eachwhether any vacancies on the Board are expected due to retirement or otherwise.

Candidate Identification In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers potential director candidates. Where stockholders nominate directors pursuant to our bylaws, the Nominating and Corporate Governance Committee also considers the qualifications of these directors.

Candidate Evaluation The Nominating and Corporate Governance Committee interviews and evaluates potential director candidates to determine their qualifications to serve on our Board, as well as their compatibility with the culture of the Company, its philosophy and its Board and management.

Recommendation to the Board The Nominating and Corporate Governance Committee recommends director candidates to be presented to stockholders for election or, in the event of a vacancy, be appointed and subsequently presented to stockholders for election.

Candidate Identification

Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, management, stockholders or other persons. The Nominating and Corporate Governance Committee may also utilize the services of professional search firms to identify and recruit qualified candidates for the Board.

Director candidates identified by stockholders will be evaluated in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidates, as described below.

All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Board for its consideration. Stockholders must, in particular, satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2024 Annual Meeting of Stockholders.”

Candidate Evaluation

The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and their suitability for service on our Board. In evaluating each candidate, the Nominating and Corporate Governance Committee considers guidelines it has developed that set forth the criteria and qualifications for Board membership, including, but not limited to, relevant knowledge and individual qualifications (including professional experience, understanding of the Company’s business environment, and diversity of background and experience), personal qualities of leadership (including strength of character, wisdom, judgment, ability to make independent analytical inquiries, and the ability to work collegially with others), potential conflicts of interest, existing commitments to other businesses, and legal considerations such as antitrust issues, independence under applicable SEC rules and regulations and the NYSE listing standards, and overall fit with the composition and expertise of the existing Board.

This process is designed to provide that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Accordingly, in determining the pool from which Board nominees are chosen, the Nominating and Corporate Governance Committee is committed to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, and experiences with the relevant mix of skills and other qualifying criteria as described above.

HOW OUR BOARD IS ORGANIZED AND GOVERNED

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business and affairs through meetings of the Board and five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Investment Committee, and the ESG Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues. The following shows an overview of the composition of our Board, as further detailed in the below sections of this Proxy Statement.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     22

Board Leadership Structure

Our Policy

The Board maintains the flexibility to determine whether the roles of Chairman of the Board and CEO should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and its stockholders. The Board believes that one leadership structure is not more effective at creating long-term stockholder value, and the decision of whether to combine or separate the positions of CEO and Chairman should depend on a company’s particular circumstances at a given point in time. Specifically, an effective governance structure must balance the powers of the CEO and the independent directors and ensure that the independent directors are fully informed, are ready to discuss and debate the issues that they deem important, and are able to provide effective oversight of management. Our Board also believes that it should retain the flexibility to make this determination in the manner it feels will provide the most appropriate leadership for the Company from time to time. Our Chairman is appointed annually by the Board.

Our Current Board Leadership Structure

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. The Board believes that separating the Chair and CEO positions continues to be the appropriate leadership structure for the Company at this time, as it provides the Company and the Board with strong leadership and independent oversight of management and allows the CEO to focus primarily on the management and operation of our business. Factors that the Board considers in reviewing its leadership structure and making this determination include, but are not limited to, the current composition of the Board, the policies and practices in place to provide independent Board oversight of management, the Company’s circumstances and the views of our stockholders and other stakeholders.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     23

Board Committees

The Board of Directors has adopted written charters for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, ESG Committee and Investment Committee. The charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, EGS Committee and Investment Committee are available on the Company’s website in the “Investor Relations” section of our website at www.ormat.com. As noted above, all members are “independent” under applicable standards.

ORMAT TECHNOLOGIES, INC.  |  2024 PROXY STATEMENT     24