TYGO DEF 14A
Tigo Energy, Inc. (TYGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Definitive Proxy Statement |
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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 2026
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2026 Annual Meeting of Stockholders of Tigo Energy, Inc. (the “Annual Meeting”) to be held on May 19, 2026 at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.proxydocs.com/tygo and entering the control number found on your proxy card, voting instruction form or notice you previously received.
The purpose of the Annual Meeting is to:
Only stockholders of record at the close of business on March 24, 2026 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.
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 mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held May 19, 2026
This Proxy Statement and the 2025 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are being made available on or about April 6, 2026 at www.proxydocs.com/tygo.
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By order of the Board of Directors, |
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/s/ Zvi Alon |
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Zvi Alon |
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Chief Executive Officer and |
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Chairman of the Board of Directors |
April 6, 2026 |
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Table OF Contents
ii
TIGO ENERGY, INC.
983 University Avenue, Suite B
Los Gatos, California 95032
2026 PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors (the “Board”) of Tigo Energy, Inc. (“Tigo,” the “Company,” “we” or “us”) is making this proxy statement (this “Proxy Statement”) available to you in connection with the solicitation of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting held on May 19, 2026 at 9:00 a.m. Pacific Time at www.proxydocs.com/tygo, conducted via live audio webcast, with no physical in-person meeting. Please visit www.proxydocs.com/tygo and enter your control number included in your Notice Regarding the Availability of Proxy Materials, on the instructions accompanying your proxy materials, or on your proxy card for details on how to attend the Annual Meeting.
At the Annual Meeting, our stockholders will:
Only stockholders of record at the close of business on March 24, 2026 (the “Record Date”) may vote at the Annual Meeting.
We are taking advantage of Securities and Exchange Commission (the “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, 2025 (the “Annual Report”), via the Internet, as well as how to vote online. We are first making this Proxy Statement and accompanying materials available to our stockholders on or about April 6, 2026.
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 OR BY SIGNING AND DATING A PROXY CARD AND RETURNING IT TO US BY MAIL.
By submitting your proxy using any of the methods above, and as specified in the Notice, you authorize each of Zvi Alon, our Chief Executive Officer and the Chairman of the Board, and Bill Roeschlein, our Chief Financial Officer, to represent you and vote your shares at the Annual Meeting in accordance with your instructions. Either one of them 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.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Why am I being provided with these materials?
We are providing this Proxy Statement to you in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting, to be held on May 19, 2026, and at any postponements or adjournments of the Annual Meeting. We have either (1) delivered to you a Notice and made such Notice, this Proxy Statement and the Annual Report (together, the “Proxy Materials”) available to you on the Internet or (2) delivered printed versions of the Proxy Materials, including a proxy card, to you by mail.
How can I attend and vote at the Annual Meeting?
To attend the Annual Meeting, you must register in advance at www.proxydocs.com/tygo. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the meeting and provide you with the ability to submit questions. Please be sure to follow the instructions found on the Notice Regarding the Availability of Proxy Materials, proxy card and/or voting instruction card, as well as any subsequent instructions that will be delivered to you via email. If you are not a stockholder or do not have a control number, you will not be able to access the meeting. We recommend you carefully review the procedures needed to gain admission in advance.
Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system. We encourage you to access the Annual Meeting in advance of the designated start time. You may call the number provided in the email you receive approximately one hour prior to the start of the meeting if you experience technical difficulties during the check-in process or during the meeting.
Stockholders eligible to participate in the Annual Meeting may submit questions during the Annual Meeting through the meeting portal.
Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?
The virtual meeting format for the Annual Meeting will enable full and equal participation by all of our stockholders from any place in the world at little to no cost. We designed the format of the virtual Annual Meeting to ensure that our stockholders who attend the Annual Meeting will be afforded the same rights and opportunities to participate as they would at a physical, in-person meeting, and to enhance stockholder access, participation and communication through online tools. We will be providing stockholders with the ability to submit appropriate questions in real time via the Annual Meeting website, limiting questions to one per stockholder unless time otherwise permits. We will also make the list of the stockholders entitled to vote at the Annual Meeting available during the Annual Meeting.
How do I vote my shares without attending the Annual Meeting?
Stockholders of record. You may vote by granting a proxy in the following ways:
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Stockholders with shares held in street name. You may vote by submitting voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this on the Internet or by mail as indicated above. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
Mailed proxy cards with respect to shares held of record or in street name must be received no later than May 18, 2026.
What am I voting on at the Annual Meeting?
At the Annual Meeting, there are two proposals scheduled to be voted on:
Members of our management team and representatives of Deloitte are expected to be present at the Annual Meeting, where they will have an opportunity to make a statement if so desired and are expected to be available to respond to appropriate questions.
Who is entitled to vote?
Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. The only class of stock entitled to vote at the Annual Meeting is the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Each holder of Common Stock on the Record Date is entitled to one vote for each share of Common Stock held by such holder. On the Record Date, there were 75,859,828 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
What is the difference between being a record holder and holding shares of Common Stock in street name?
A record holder holds shares in its name through Tigo’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”). A “beneficial owner,” or a person or entity that holds their or its shares in “street name,” holds shares in the name of a bank, broker or other nominee on that person or entity’s behalf.
Am I entitled to vote if my shares are held in street name?
If your shares are held in street name, the Notice will be forwarded to you by your bank, broker or other nominee, along with a voting instruction card. You may vote by directing your bank, broker or other nominee how to vote your shares. In most instances, you will be able to do this over the Internet or by mail, as indicated above under “How do I vote my shares without attending the Annual Meeting?”
Under applicable rules, if you do not give instructions to your bank, broker or other nominee, it may vote on matters that are considered “routine,” but will not be permitted to vote your shares with respect to “non-routine” items. The Ratification Proposal is a routine matter, but the Nominee Proposal and the ESPP Proposal are considered to be non-routine matters, so your bank, broker or other nominee cannot vote your shares on the Nominee Proposal or the ESPP Proposal unless you provide voting instructions for such matter. If you do not provide voting instructions on a non-routine matter, your shares will not be voted on that matter resulting in a “broker non-vote.”
As a street name holder, you may be required to obtain a proxy form from your bank, broker or other nominee to use at the Annual Meeting in order to vote your shares. Please follow the instructions that you receive from your broker, bank, or other nominee and the instructions that you will receive via email after registering for the Annual Meeting, should you decide to vote during the virtual meeting.
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How many shares must be present to hold the Annual Meeting?
In order for the Company to conduct the Annual Meeting, holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote, present by remote communication or represented by proxy, shall constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” are counted as present or represented and entitled to vote for purposes of determining a quorum.
What does it mean if I receive more than one Notice or proxy card?
Receiving more than one Notice or proxy card generally means that you hold shares in more than one brokerage account. To ensure that all of your shares are voted, please sign and return each proxy card, or, if you vote by Internet, vote once for each Notice or proxy card that you receive.
Can I revoke my proxy or change my vote after I submit my proxy?
Yes, you may revoke or change your vote after submitting your proxy card.
Stockholders of record. Whether you have voted by Internet or mail, you may revoke your proxy or change your vote at any time before it is actually voted. A record holder may revoke their or its proxy by:
Stockholders with shares held in street name. If you wish to revoke your proxy or vote at the Annual Meeting, you must follow the instructions provided to you by your bank, broker or other record holder and/or obtain from the record holder a proxy issued in your name. Your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.
Who will count the votes?
The inspector of elections appointed for the Annual Meeting will tabulate and certify the votes.
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What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are counted and how the Board recommends you vote:
Proposal |
Vote Required |
Voting Options |
Board Recommendation(1) |
Impact of Broker |
Impact of Abstain Vote |
Proposal 1 - |
Plurality of the votes cast |
“FOR” |
“FOR” |
No impact |
No impact |
Proposal 2 - |
Majority of votes cast |
“FOR” “AGAINST” “ABSTAIN” |
“FOR” |
No broker non-votes (uninstructed shares may be voted in broker’s discretion) |
No impact |
Proposal 3 - ESPP Proposal |
Majority of votes cast |
“FOR” “AGAINST” “ABSTAIN” |
“FOR”
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No broker non-votes (uninstructed shares may be voted in broker’s discretion) |
No impact
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Will any other business be conducted at the Annual Meeting?
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the persons named in the form of proxy card (the “proxy holders”) who you have authorized to represent you and vote your shares at the Annual Meeting will vote your shares in accordance with their best judgment.
Who will pay for the cost of the proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners (i.e. shares held in street name) and will be reimbursed for their reasonable expenses.
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PROPOSAL 1 - ELECTION OF DIRECTORS
Under our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”), directors are elected each year at our annual meeting of stockholders to hold office for a term expiring at the next annual meeting of the stockholders of the Company and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office. The Company’s Bylaws specify that the number of directors constituting the Board shall be determined from time to time by resolution of the Board.
There are currently seven directors serving on the Board. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following seven persons as director nominees, each to hold office until the 2027 annual meeting of the stockholders of the Company (subject to their earlier death, resignation, retirement, disqualification or removal from office): Zvi Alon, Tomer Babai, Joan C. Conley, Sagit Manor, Michael Splinter, Stanley Stern and John Wilson. All of the nominees are currently serving as directors of the Company.
It is intended that the proxies delivered pursuant to this solicitation will be voted by the proxy holders in favor of the election of Zvi Alon, Tomer Babai, Joan C. Conley, Sagit Manor, Michael Splinter, Stanley Stern and John Wilson, except where proxies bear contrary instructions. In the event that these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2026
The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of equity securities is shown under “Security Ownership of Certain Beneficial Owners and Management” below.
Zvi Alon, 74, has served as our Chief Executive Officer and as Chairman of the Board of Directors since the Business Combination. Previously, Mr. Alon served as the CEO of Legacy Tigo, a position he held since December 2013, and as Chairman, a position he held since May 2013. Mr. Alon has served as Chairman of Business Intelligence Associates, Inc., a private computer forensics and eDiscovery technology company, since 2014, and as Chairman of the California Israel Chamber of Commerce (the “CICC”), a not-for-profit, non-governmental membership-supported organization dedicated to strengthening business and trade relations between California and Israel, since 1995. Mr. Alon has had a successful business career over the last 30 years as an executive, partner, and advisor to various venture capital groups in high tech, clean tech, and real estate, including previously serving as Chairman, CEO and President of NetManage, Inc. from 1990 until its acquisition in 2008. He is a Co-Founder of the California Israel Angels, whose investment focus is driven by opportunities that combine activities in both California and Israel.
We believe that Mr. Alon is well qualified to serve on the Board because of his extensive executive management experience, his specific industry knowledge and his background in high-tech and clean-tech companies.
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Tomer Babai, 42, has been a member of our Board of Directors since the Business Combination. Previously, he served as a member of Legacy Tigo’s Board since January 2021. As of 2023, Mr. Babai is a partner at a private consulting firm that provides advisory services regarding technology investments to the controlling shareholder of Clal Industries Ltd. and certain of its portfolio companies. Prior to that, Mr. Babai served as Vice President at ClalTech, a global investment group that specialized in investments in growth Israeli technology companies, a position he has held since 2017 and until 2022. Mr. Babai serves as a director or board observer on the board of directors of various technology companies such as Clal Biotechnology Industries (TASE: CBI), Otoma Ltd, Xtend Reality Expansion Ltd., and others. Prior to that, he served as a Senior Analyst at Clal Industries Ltd and worked as a senior consultant at PricewaterhouseCoopers (PwC) in its consulting services department, providing financial advice to leading companies on merger & acquisition, debt repayment, and valuation. Mr. Babai holds a BA in Accounting and Economics and a MSc in Finance (Cum Laude), both from Tel Aviv University and is a graduate of Harvard Business School’s Program for Leadership Development. Mr. Babai is a CPA in Israel.
We believe that Mr. Babai is qualified to serve on the board because of his expertise in the areas of accounting, finance, mergers and acquisitions, and capital markets.
Joan C. Conley, 69, has been a member of our Board of Directors since the Business Combination. Previously, she served as a member of Legacy Tigo’s Board since June 2021. Ms. Conley has served as a Senior Advisor on Corporate Governance at Nasdaq, Inc. since January 2021, following a 22-year career at Nasdaq as Senior Vice President and Corporate Secretary, where she was responsible for the Nasdaq Global Corporate Governance Program and the Nasdaq Global Ethics and Corporate Compliance Program and the Nasdaq Educational Foundation. Ms. Conley previously worked for 16 years at NASD (now FINRA) where she held leadership roles in Corporate Governance as Vice President and Corporate Secretary, and Human Resources as Vice President of Human Resources managing Employment, Compensation, Benefits and Employee Relations. She served as Lead Independent Director on the board of directors of EJF Acquisition Corp. from February 2021 through its business combination with Pagaya (NASDAQ: PGY) in July 2022. Ms. Conley holds a BA from Dominican University and an MS from Loyola University of Chicago. In 2024, Ms. Conley obtained a certification from Harvard University Executive Education Program on the use of AI in Corporate Strategy (Competing in the Age of AI).
We believe that Ms. Conley is well qualified to serve on the Board because of her expertise in the areas of public company governance, ethics and corporate compliance as well as environmental, social (including human capital management) and corporate governance issues affecting public companies.
Sagit Manor, 53, has been a member of our Board of Directors since January 2024. Currently, Ms. Manor serves as the Chief Financial Officer of Nayax Ltd. (Nasdaq & TASE: NYAX) (“Nayax”), a position she has held since June 2021. Prior to joining Nayax, Ms. Manor served as Chief Executive Officer and Chief Financial Officer of Nyotron Information Security Ltd. (“Nyotron”), from October 2017 to March 2021. Prior to Nyotron, Ms. Manor held multiple financial leadership positions at VeriFone Systems Inc., from November 2006 to October 2017, and most recently served as Vice President of Finance and Product Chief Financial Officer from January 2015 to October 2017. Ms. Manor has served on the board of directors of TAT Technology Ltd. (Nasdaq: TATT) since November 2025. Ms. Manor holds a Bachelor of Arts degree in Business and Accounting from the College of Management Academic Studies.
We believe that Ms. Manor is well qualified to serve on the Board because of her extensive executive experience and her expertise in the areas of financial operations and technology.
Michael Splinter, 75, has been a member of our Board of Directors since the Business Combination. Previously, he served as a member of Legacy Tigo’s Board since November 2013. He served as the Executive Chairman of Applied Materials from 2009 until his retirement in 2015 and was Chief Executive Officer from 2003 to 2013. Mr. Splinter is a 40-year veteran of the semiconductor industry and prior to joining Applied Materials was an executive at Intel Corporation for 20 years. Mr. Splinter has served on the board of directors of Nasdaq, Inc. (Nasdaq: NDAQ) since 2008 and served as its Chairman from 2017 to 2022. He has also served on the board of directors of Taiwan Semiconductor Manufacturing Company, Ltd. (NYSE: TSM) since 2015 and the board of directors of Kioxia Holdings Corporation since 2020. In addition, Mr. Splinter served on the board of directors of Gogoro Inc. (Nasdaq: GGR) from 2018 to 2024. He is a member of the National Academy of Engineers.
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We believe that Mr. Splinter is well qualified to serve on the Board because of his experience leading a complex global technology business, extensive background in international public company governance at a Nasdaq-listed company and his management development, compensation and succession planning expertise.
Stanley Stern, 69, has been a member of our Board of Directors since the Business Combination. Previously, he served as a member of Legacy Tigo’s Board since 2015. Mr. Stern founded and has served as Managing Partner of Alnitak Capital, a merchant bank and strategic advisory firm, since 2013, with a focus on technology, health care and alternative energy. Mr. Stern has served as a member of the board of directors of the following public companies: AudioCodes, Ltd. (Nasdaq: AUDC) since 2012, Ormat Technologies, Inc. (NYSE: ORA) since November 2015, and Radware Ltd. (Nasdaq: RDWR) since September 2020. Mr. Stern has previously been on the board of directors of Ekso Bionics Holdings, Inc. (Nasdaq: EKSO) from 2015 to 2023, Tucows, Inc. (Chairman), Polypid Ltd., Odimo, Inc. SodaStream International Ltd., until its sale to Pepsico in 2018, Given Imaging Ltd until its sale to Medtronic, and Fundtech Inc. until its sale to Golda Thoma. Mr. Stern previously served in various positions at Oppenheimer & Co., from 1981 to 2000 and from 2004 until 2013, including as a Managing Director and Head of Investment Banking, Technology, Israeli Banking and FIG. He also held positions at Salomon Brothers, STI Ventures and C.E. Unterberg.
We believe that Mr. Stern is well qualified to serve on the Board because of his extensive experience with technology-based companies in the context of his experience with public markets, strategic planning and general investment banking experience.
John Wilson, 42, has been a member of our Board of Directors since the Business Combination. Previously, he served as a member of Legacy Tigo’s Board since December 2020. Mr. Wilson is a founding Partner of Energy Growth Momentum LLP, a position he has held since 2017. He also holds several non-executive roles in operating companies. He currently serves on the board of directors, amongst others, of Acoustic Data Ltd., a private oilfield technology company, since 2018, H2scan Incorporated, a private hydrogen sensor company, since 2019, Electrical Grid Monitoring Limited, a private powerline sensor company, since 2021, Power Survey and Equipment Limited, a private power quality monitoring business, since 2023 and Corinex Communications Corporation, a private utility network solution, since 2025. Mr. Wilson previously spent over 15 years in the investment banking and private equity industries, including roles at Simmons & Company, Lime Rock Partners and First Reserve. He holds a MA Joint Honours in Economics and International Relations and a Corporate Finance Diploma (CFQ) from ICAEW and CISI.
We believe that Mr. Wilson is well qualified to serve on the Board because of his entrepreneurial experience as founder of Energy Growth Momentum as well as his investment banking and financial services experience provides him with expertise in the areas of corporate finance, strategic planning and finance.
Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting.
OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Overview
The Board of Directors (the “Board”) of the Company directs and oversees the management of the business and affairs of the Company and carries out its oversight responsibilities through meetings and actions of the Board and its three standing committees: the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”), each of which operate under a written charter. The Board is currently comprised of seven individuals: Zvi Alon, Tomer Babai, Joan C. Conley, Sagit Manor, Michael Splinter, Stanley Stern and John Wilson.
The Company was originally incorporated in Delaware in 2019 under the name Roth CH Acquisition IV Co. (“ROCG”) for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. On August 10, 2021, ROCG consummated its initial public offering (“IPO”), following which its securities began trading on the Nasdaq Stock Market. On December 5, 2022, ROCG, Roth IV Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ROCG (“Merger Sub”), and Tigo Energy, Inc. (“Legacy Tigo”), entered into an Agreement and Plan of Merger, as amended on April 6, 2023 (the “Merger Agreement”), pursuant to which, among other transactions, on May 23, 2023 (the “Business Combination Closing”), Merger Sub merged with and into Legacy Tigo (the “Merger”), with Legacy Tigo surviving the Merger as a wholly-owned subsidiary of ROCG (the Merger, together with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination, ROCG changed its name to “Tigo Energy, Inc.” All references to ROCG are to the Company prior to the Business Combination.
Director Independence and Independence Determinations
The Board has established guidelines (the “Corporate Governance Guidelines”) to assist it in making independence determinations for each director of our Board. The Corporate Governance Guidelines define an “independent director” consistently with the definition provided under the corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”). Under Nasdaq Rule 5605(a)(2), a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of the Company. Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements under applicable SEC rules and Nasdaq Rules.
It is the policy of the Board, upon the recommendation of the Nominating and Corporate Governance Committee, to make affirmative independence determinations for all directors at least annually in connection with the preparation of the Company’s proxy statement. In making independence determinations, the Board will broadly consider all relevant facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2).
The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that Mr. Babai, Ms. Conley, Ms. Manor, Mr. Splinter, Mr. Stern and Mr. Wilson are independent within the meaning of the Nasdaq Rules, including with respect to their respective committee service. For Mr. Splinter, the Board considered that his step-son has been employed with Tigo since 2021 in a non-officer position, as disclosed in “Certain Relationships and Related Person Transactions – Company.” The Board has determined that each member of the Audit Committee (Mr. Babai, Ms. Conley and Mr. Stern) is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee (Ms. Conley, Mr. Splinter and Mr. Stern) is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act.
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Board Structure
The Board retains the flexibility to determine whether the roles of Chairman and CEO should be combined or separated based on what the Board 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 interests of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight.
Currently, Mr. Alon holds both Chief Executive Officer and Chairman positions. We believe that combining the positions of Chief Executive Officer and Chairman helps to ensure that our Board and management act with a common purpose. In addition, we believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and our Board, facilitating the regular flow of information. We also believe that it is advantageous to have a chairperson with a significant history and an extensive knowledge of the Company, as is the case with Mr. Alon.
Executive Sessions
The Board regularly meets in executive session without any members of management present. Each of the standing committees of the Board also meets regularly in executive session without any members of management present.
Board Committees and Meetings
The following table summarizes the current membership of each of the standing committees of the Board.
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Audit Committee |
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Compensation Committee |
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Nominating and Corporate Governance Committee |
Zvi Alon |
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Tomer Babai |
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X |
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X |
Joan C. Conley |
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X |
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X |
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X (Chair) |
Sagit Manor |
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|
|
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Michael Splinter |
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|
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X (Chair) |
|
X |
Stanley Stern |
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X (Chair) |
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X |
|
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John Wilson |
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|
|
|
|
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For the year ended December 31, 2025 (“fiscal 2025”), there were 11 meetings of the Board, six meetings of the Audit Committee, three meetings of the Compensation Committee and three meetings of the Nominating and Corporate Governance Committee. During fiscal 2025, no incumbent member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and committees on which such director served (held during the period that such director served).
Our Corporate Governance Guidelines, which we adopted following the Business Combination Closing, provide that all directors are expected to attend all meetings of the Board, meetings of the committees of which they are members and are encouraged to attend the annual meeting of stockholders. Each of our directors attended our 2025 annual meeting of stockholders, which was held entirely online.
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Audit Committee. All members of the Audit Committee are “independent” in accordance with the Nasdaq Rules and rules of the SEC applicable to boards of directors in general and audit committee members in particular. The Board has determined that each member of the Audit Committee (Mr. Babai, Ms. Conley and Mr. Stern) is “financially literate” within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Stern qualifies as an “Audit Committee financial expert” as defined by Item 407(d) of Regulation S-K, and therefore, also satisfy the “financial sophistication” requirement in accordance with Nasdaq Rule 5605(c)(2)(A). The Board reached its conclusion as to Mr. Stern’s qualifications based on, among other things, his formal education and previous and current experience in financial and accounting roles.
The duties and responsibilities of the Audit Committee include:
With respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance with the applicable SEC rules and regulations.
The Audit Committee operates pursuant to a charter adopted by the Board. The Audit Committee Charter is available on the Corporate Governance page of the Company’s website, https://investors.tigoenergy.com. The Audit Committee met six times during fiscal 2025.
Compensation Committee. All members of the Compensation Committee (Ms. Conley, Mr. Splinter and Mr. Stern) are “independent” in accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
The Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices, and meets regularly throughout the year to review and discuss, among other items, our compensation strategy, policies, plans, programs, and compliance with rules and best practices. The Compensation Committee’s responsibilities include, among other things:
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The Compensation Committee did not engage a compensation consultant during the 2025 fiscal year.
The Compensation Committee operates pursuant to a written charter adopted by the Board. The Compensation Committee Charter is available on the Corporate Governance page of the Company’s website, https://investors.tigoenergy.com. The Compensation Committee met three times during fiscal 2025.
Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee (Mr. Babai, Ms. Conley and Mr. Splinter) are “independent” in accordance with the Nasdaq Rules. The duties and responsibilities of the Nominating and Corporate Governance Committee primarily include assisting the Board in its responsibilities with respect to, among other things:
In evaluating a person’s candidacy for membership on the Board, the Nominating and Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background, integrity and professionalism. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.
In addition, the Nominating and Corporate Governance Committee and the Board include diversity, which is broadly construed to mean a variety of identities, perspectives, personal and professional experiences and backgrounds, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board, among the criteria that they consider in connection with selecting candidates for the Board. While neither the Board nor the Nominating and Corporate Governance Committee has a formal diversity policy, the Board and the Nominating and Corporate Governance Committee consider the diversity of the Board’s composition and believe that the Board should represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies.
The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. 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.
The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any such recommendation should be submitted to the Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, 983 University Avenue, Suite B, Los Gatos, California 95032. All recommendations for nomination received by the Secretary that satisfy the requirements under the Bylaws relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the
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notification, timeliness, consent and information requirements set forth in the Bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2026 Annual Meeting of Stockholders.”
The Nominating and Corporate Governance Committee considers evolving corporate governance best practices applicable to the Company, recognizing the importance of maintaining governance practices that promote the values of accountability and responsiveness to its stockholders while also maintaining corporate governance standards that are appropriate in light of the Company’s size and scale and that support its focus on returning long-term value to stockholders. The Nominating and Corporate Governance Committee also considers the fact that the Company has only been a public company for less than three years and the importance of the Company’s ability to focus on maximizing stockholder value. The Nominating and Corporate Governance Committee will continue to monitor trends in corporate governance best practices that it believes are appropriate for the Company to adopt, in light of the current circumstances of the Company, taking into consideration its size and scale, and may in the future recommend changes to the Board with respect to the Company’s corporate governance practices that it deems are appropriate and in the best interests of its stockholders at such time.
The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board. The Nominating and Corporate Governance Committee Charter is available on the Corporate Governance page of the Company’s website, https://investors.tigoenergy.com. The Nominating and Corporate Governance Committee met three times during fiscal 2025.
Code of Business Conduct and Ethics and Corporate Governance Guidelines
Corporate Governance Guidelines. To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect to the Company’s business operations that are independent from management. The Corporate Governance Guidelines set forth the practices regarding Board and committee composition, selection and performance evaluations; Board meetings; director qualifications and expectations, including with respect to continuing education obligations; and management succession planning, including for the CEO. The Corporate Governance Guidelines are available on the Corporate Governance page of the Company’s website at https://investors.tigoenergy.com/corporate-governance/documents-charters.
Limitations on Other Board Service. In addition, our Corporate Governance Guidelines place limits on outside board service. It is expected that, without specific approval from the Board, no director will serve on more than four public company boards (including the Company’s Board). In addition, directors who also serve as CEOs generally should not serve on more than two outside public company boards.
Resignation Upon Change in Circumstances and Conflicts of Interest. In addition, in the event of a significant change in a director’s professional or personal circumstance, including a situation that could result in negative attention for the Company, a director shall promptly tender his or her offer of resignation from the Board and all committees. The Nominating and Governance Committee shall assess the appropriateness of such director remaining on the Board and shall recommend to the Board the action, if any, to be taken with respect to a director’s offer to resign. Our directors are expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict. If a director becomes aware of actual or potential conflict of interest, the director will report all facts regarding the matter to the Board. Any material conflicts that are not only temporary must be resolved or the director should resign.
Code of Business Conduct and Ethics. We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and employees, including our CEO, CFO and other members of management. The Code of Conduct sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations, timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior. The Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC. If the Company were ever to amend or waive any provision of the Code of Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K. Amendments to the Code of Conduct must be approved by our Board and will be promptly disclosed (other than
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technical, administrative or non-substantive changes) on our website. The Code of Conduct is available on the Corporate Governance page of the Company’s website, https://investors.tigoenergy.com/corporate-governance/documents-charters.
Stockholder Communications with the Board
Stockholders may communicate with our Board, or to specific individual directors of the Board, including any then serving as Chairperson, or Chairperson of the Audit, Compensation or Nominating and Corporate Governance Committees, or to the independent directors as a group, by addressing such communications to the Corporate Secretary, 983 University Avenue, Suite B, Los Gatos, California 95032. The Secretary will forward such communications upon receipt as appropriate.
Hedging and Pledging Policy
Pursuant to the Company’s Compliance with United States Federal Securities Laws Regarding Insider Trading: Security Trading Policy (the “Insider Trading Policy”), all directors, officers and employees of the Company, together with its subsidiaries and affiliates reported on a consolidated basis, are prohibited from entering into hedging, monetization transactions or similar arrangements with respect to Company securities, holding Company securities in a margin account or pledging Company securities as collateral for a loan.
Insider Trading Policy
We have
Board’s Role in Risk Oversight
As part of our Board’s meetings, our Board assesses the risks faced by the Company in executing its business plans on an ongoing basis. Such risks include financial, technological and cybersecurity exposures and competitive and operational risks and exposures. The Board reviews and assesses the steps management has taken or plans to take with respect to these exposures.
Our Board dedicates time to review and consider the relevant risks that need to be addressed. In addition to the full Board, the Audit Committee plays an important role in the oversight of the Company’s policies with respect to financial risk assessment and risk management. In particular, the Audit Committee reviews and discusses with management any significant risks or exposures, including financial risk exposures, with respect to risk assessment and risk management and assesses any steps taken to monitor and control such risks. In addition, the Audit Committee regularly receives updates from management on our cybersecurity risks and the measures the Company is taking to mitigate such risks. The Compensation Committee is charged with reviewing our compensation policies and procedures to determine if they are likely to have a material adverse impact on the Company, and take such determinations into account in discharging its responsibilities. The Nominating and Corporate Governance Committee is responsible for overseeing risk related to our governance processes. Each of the Board’s Committees reports its findings to the full Board for consideration.
Our Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposures, and our Board and its committees providing oversight in connection with those efforts and attempts to mitigate identified risks.
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s common stock to file initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) with the SEC. Based solely on our review of copies of such reports and on written representations from our executive officers and directors, we believe that our executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements during our fiscal year ended December 31, 2025, with the exception of (i) one Form 4 for Jing Tian filed on August 21, 2025 to report the disposition of 6,730 shares of common stock withheld to satisfy tax withholding obligations arising out of the vesting of RSUs on August 11, 2025; (ii) one Form 4 for Michael Splinter filed on August 11, 2025 to report the disposition of 11,668 shares of common stock on August 6, 2025 in connection with a buy and hold exercise of stock options; (iii) one Form 4 for Zvi Alon filed on August 21, 2025 to report the disposition of 26,916 shares of common stock on August 11, 2025 withheld to satisfy tax withholding obligations arising out of the vesting of RSUs; (iv) one Form 4 for Bill Roeschlein filed on August 21, 2025 to report the disposition of 12,283 shares of common stock on August 11, 2025 withheld to satisfy tax withholding obligations arising out of the vesting of RSUs; and (v) one Form 4 for James (JD) Dillon filed on August 21, 2025 to report the disposition of 6,730 shares in common stock on August 11, 2025 withheld to satisfy tax withholding obligations arising out of the vesting of RSUs.
Stock Ownership Guidelines
Beginning in fiscal 2024, we adopted stock ownership guidelines intended to align further the interests of our executive officers and non-employee directors with those of our stockholders. The guidelines require covered roles to hold our Common Stock (including Common Stock held in trust, by certain family members or in the Company’s 401(k) plan and stock derived from the vesting of restricted stock units, restricted stock awards and performance stock units or other performance stock awards, but excluding stock underlying options or stock appreciation rights) worth a value expressed as a multiple of their salary. For our CEO, the multiple is five times his annual base salary, for our CFO, the multiple is three times his annual base salary, for all other executive officers the multiple is two times their annual base salary, and for non-employee directors, the multiple is two times their annual cash retainer.
Each of our executive officers and directors is required to meet these ownership levels by five years after his or her initial designation as an executive officer or director, as applicable, of the Company (or, for those executive officers and directors serving at the time of adoption of these ownership guidelines, within five years after such adoption). Until reaching the required ownership level, our executive officers and directors are required to retain at least 100% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received pursuant to equity awards granted as compensation from the Company. As of April 1, 2026, all of our current executive officers and directors had timely met the stock ownership requirement or were within the five-year grace period to come into compliance with it.
Clawback Policy
We maintain a clawback policy as required by the rules of Nasdaq. Our clawback policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting statement is required. For more information, see the full text of our clawback policy, which is filed as Exhibit 97.1 to our Annual Report on Form 10-K.
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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The Audit Committee is solely responsible for the appointment, evaluation, compensation, retention, and, if appropriate, termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report of the Company’s financial statements. The Audit Committee has selected Deloitte to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Stockholder approval is not required to appoint Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board believes, however, that submitting the appointment of Deloitte to the stockholders for ratification is a matter of good corporate governance. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the appointment is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in our best interests. The ratification of the appointment of Deloitte as our independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting.
Representatives of Deloitte are expected to be present at the Annual Meeting and will have the opportunity to make a statement as they desire and are expected to be available to respond to appropriate questions from stockholders.
Audit Fees
The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2025 and 2024 by Deloitte:
|
|
2025 |
|
|
2024 |
|
||
Audit Fees(1) |
|
$ |
1,356,228 |
|
|
$ |
1,397,625 |
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
Tax Fees(3) |
|
|
42,916 |
|
|
|
114,728 |
|
All Other Fees(4) |
|
|
1,895 |
|
|
|
1,895 |
|
Total: |
|
$ |
1,401,039 |
|
|
$ |
1,514,248 |
|
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Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm
The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. In addition, and pursuant to its charter and the Company’s Audit Committee Pre-Approval Policy, the Audit Committee annually reviews and pre-approves the audit services to be provided by Deloitte, and also reviews and pre-approves the engagement of Deloitte for the provision of other services during the year, including other audit and audit-related, tax and other permitted non-audit services. For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly submit to the Audit Committee a detailed list of the specific audit, other audit and audit-related and permitted non-audit services for the Audit Committee to make a determination as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and whether the fees for the services are appropriate.
All of the services performed by Deloitte were pre-approved by the Audit Committee.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF Deloitte & Touche LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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PROPOSAL 3 - APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN
The Background of the Employee Stock Purchase Plan
Our board of directors has approved, subject to approval by our stockholders at the 2026 Annual Meeting, the adoption of the Tigo Energy, Inc. Employee Stock Purchase Plan (the “ESPP”). Subject to approval of our stockholders, the ESPP will become effective as of March 25, 2026. If the ESPP is approved by stockholders, the Company will be authorized to provide eligible employees with an opportunity to request payroll deductions to purchase a number of our Common Stock (“Shares”) at a discount and in an amount determined in accordance with the ESPP’s terms. A copy of the ESPP is attached to this proxy statement as Annex A.
Purpose of the ESPP
The purpose of the ESPP is to provide a broad-based employee benefit to attract the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success by purchasing Shares on favorable terms and to pay for such purchases through payroll deductions. The Company believes by providing eligible employees with an opportunity to increase their proprietary interest in the success of the Company, the ESPP will motivate recipients to offer their maximum effort to the Company and help focus them on the creation of long-term value consistent with the interests of our stockholders.
As of April 6, 2026, approximately 150 employees would have been eligible to participate in the ESPP, including all five of our executive officers.
Based solely on the closing price of our common stock as reported by the NASDAQ Stock Market LLC on March 25, 2026, the maximum aggregate market value of the 1,000,000 Shares that could potentially be issued under the ESPP is approximately $4,340,000.
Reasons for the Approval of the ESPP Proposal
Stockholder approval of the ESPP is necessary in order for the Company to satisfy the stockholder approval requirements under Section 423 of the Code.
Consequences if the ESPP Proposal is Not Approved
If the ESPP Proposal is not approved by our stockholders, the ESPP will not become effective and employees of the Company will not be able to purchase Shares under the ESPP. Additionally, the Company believes its ability to recruit, retain and incentivize top talent will be adversely affected if the ESPP Proposal is not approved.
Summary of the ESPP’s Material Terms and Features
The following summary of the principal features of the ESPP is qualified by reference to the terms of the ESPP, which summary is qualified in its entirety by the full text of the ESPP, a copy of which is attached to this proxy statement as Annex A. Our stockholders are being asked to approve the ESPP as presented. If the terms of the ESPP are materially amended in a manner that would require stockholder approval under Section 423 of the Code, stockholders will be asked to approve such material amendment.
General. The ESPP has two components: the Section 423 Component and the Non-Section 423 Component (each defined below). The ESPP authorizes the grant of options that are intended to qualify for favorable US federal tax treatment under Section 423 of the US Internal Revenue Code (the “Code”) (the “Section 423 Component”), as well as options that are not intended to be tax-qualified under Section 423 of the Code (the “Non-Section 423 Component”), which will generally be granted to non-US employees (as further explained below under the heading “Summary of the ESPP’s Material Terms and Features — International Participation”). During regularly scheduled “offerings” under the ESPP, participants will be able to request payroll deductions and then expend the accumulated deduction to purchase a number of Shares at a discount and in an amount determined in accordance with the ESPP’s terms.
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Shares Available for Issuance. The maximum number of Shares reserved for issuance under the ESPP is limited to 1,000,000 Shares upon the effective date of the ESPP. The reserved shares will be used to fund stock purchases under both the Section 423 Component and the Non-Section 423 component of the ESPP. The Shares issuable under the ESPP may be made available from treasury shares, shares purchased on the open market, and newly authorized shares. If this Proposal 3 receives the requisite stockholder approval, the Company intends to register the Shares available for issuance under the ESPP on a registration statement on Form S-8 under the Securities Act as soon as reasonably practicable following receipt of approval.
Administration. Our ESPP will be administered by the Compensation Committee, which will have the authority to take any actions necessary or desirable for the administration of the ESPP, including adopting sub-plans applicable to particular participating subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code, or special rules applicable to participants in particular participating subsidiaries or particular locations. The Compensation Committee may change the minimum amounts of compensation (as defined in the ESPP) for payroll deductions, the frequency with which a participant may elect to change his or her rate of payroll deductions, the dates by which a participant is required to submit an enrollment form and the effective date of a participant’s withdrawal from the ESPP due to a termination or transfer of employment or change in employment status. The Compensation Committee may delegate some or all of its authority to the extent permitted by law to one or more officers of the Company or one or more committees of the Board.
Eligibility. Eligible participants in the ESPP generally include employees of ours or our subsidiaries that are designated by the Compensation Committee as eligible subsidiaries in the ESPP, who have been employed by us or a participating subsidiary for at least 6 months and (1) who do not own 5% or more of the total combined voting power or value of our stock, (2) whose customary employment is for more than 20 hours per week, and (3) whose customary employment is for more than five months in any calendar year. An eligible employee will not be granted an option under the Section 423 Component if such grant would permit the employee to purchase our and our subsidiaries’ stock at a rate that exceeds $25,000 of the fair market value of the stock for each calendar year in which such option is outstanding at any time. The Compensation Committee may also exclude from participating in the Section 423 Component any employee who is a citizen or resident of a non-US jurisdiction, if their participation would be prohibited under the laws of that jurisdiction or cause the ESPP to violate the requirements of Section 423 of the Code. Any such exclusion of non-US employees is applied in an identical manner to all similar situated employees. In addition, with respect to the Non-Section 423 Component, eligibility may be further limited by applicable local law and the Compensation Committee may only designate some employees of a designated subsidiary as eligible employees. As of April 6, 2026, we had approximately 150 employees who would have been eligible to participate in the ESPP, including all five of our executive officers. Non-employee directors are not eligible to, and do not, participate in the ESPP.
Grant and Exercise of Options. Each participant will be granted, on the first trading day of each offering period, an option to purchase, on the last trading day of the offering period, a number of Shares determined by dividing the participant’s accumulated payroll deductions by the applicable purchase price. The purchase price for the option will equal to 85% of the fair market value of a Share on the purchase date. A participant’s option will be exercised automatically on the purchase date to purchase the maximum number of whole Shares that can be purchased with the amounts in the participant’s notional account.
Withdrawal. Participants may withdraw from an offering at any time prior to the last day of the offering period by submitting a revised enrollment form indicating his or her election to withdraw at least 15 days before the purchase date. The accumulated payroll deductions held on behalf of the participant in his or her notional account will be paid to the participant promptly following receipt of the participant’s revised enrollment form indicating their election to withdraw, and the participant’s option will be automatically terminated.
Termination of Employment; Change in Employment Status; Transfer of Employment. On termination of a participant’s employment for any reason, or a change in the participant’s employment status following which the participant is no longer an eligible employee, the participant will be deemed to have withdrawn from the ESPP effective as of the date of such termination of employment or change in status, the accumulated payroll deductions remaining in the participant’s notional account will be returned to the participant, and the participant’s option will be automatically terminated.
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Over-subscribed Offerings. If the Compensation Committee determines that, on a particular purchase date, the number of Shares with respect to which options are to be exercised either exceeds the number of Shares available under the ESPP or the Offering Period Limit, the Shares will be allocated pro rata in a uniform manner as practicable and as the Compensation Committee deems equitable.
Adjustments Upon Changes in Capitalization; Corporate Transactions. In the event of any dividend or other distribution, recapitalization, stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares or other securities of our company or other change in our company’s structure affecting our common stock, then in order to prevent dilution or enlargement of the benefits intended to be made available under the ESPP, the Compensation Committee will make equitable adjustments to the number and class of Shares that may be issued under the ESPP, the purchase price per Share, and the number of Shares covered by each outstanding option.
In the event of a corporate transaction (as defined in the ESPP), each outstanding option will be assumed (or an equivalent option substituted) by the successor corporation or a parent or subsidiary of such successor corporation. If the successor corporation refuses to assume or substitute such option, the offering period will be shortened by setting a new purchase date on which the offering period will end. The new purchase date for the offering period will occur before the date of the corporate transaction.
Dissolution or Liquidation. Unless otherwise determined by the Compensation Committee, in the event of a proposed dissolution or liquidation of our company, any offering period in progress will be shortened by setting a new purchase date and the offering period will end immediately prior to the proposed dissolution or liquidation. Participants will be provided with written notice of the new purchase date and that the participant’s option will be exercised automatically on such date, unless before such time, the participant has withdrawn from the offering.
Amendment and Termination. The Compensation Committee may, in its sole discretion, amend, suspend or terminate the ESPP at any time and for any reason. The Compensation Committee may elect, upon termination of the ESPP, to terminate any outstanding offering period either immediately or once Shares have been purchased on the next purchase date or permit the offering period to expire in accordance with its terms.
International Participation. To provide the Company with greater flexibility in structuring the Company’s equity compensation programs for the Company’s non-U.S. employees, the ESPP permits the Company to grant employees of the Company’s non-U.S. subsidiary entities rights to purchase Shares pursuant to other offering rules or sub-plans adopted by the Compensation Committee in order to achieve tax, securities law or other compliance objectives. While the Section 423 Component of the ESPP is intended to be a qualified “employee stock purchase plan” within the meaning of Code Section 423, any such international sub-plans or offerings are not required to satisfy those U.S. tax code requirements and therefore may have terms that differ from the ESPP terms applicable in the U.S. However, the international sub-plans or offerings are subject to the ESPP terms limiting the overall Shares available for issuance, the maximum payroll deduction rate, maximum purchase price discount and maximum offering period length.
Certain Federal Income Tax Consequences of Participating in the ESPP
The following brief summary of the effect of U.S. federal income taxation upon the participant and the Company with respect to the Shares purchased under the ESPP does not purport to be complete and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or non-U.S. jurisdiction in which the participant may reside. The summary does not discuss all aspects of federal or local income taxation that may be relevant in light of a participant’s personal circumstances. This summarized tax information is not tax advice and a recipient of an award should rely on the advice of his or her own legal and tax advisors.
As described above, the ESPP has a Section 423 Component and a Non-Section 423 Component. U.S. participants are eligible only to participate in the Section 423 Component and as such, the right of U.S. participants to make purchases under the ESPP, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the Shares purchased under the ESPP are sold or otherwise disposed of. Upon sale or other disposition of the Shares, the participant generally will be subject to tax in an amount that depends upon whether the sale occurs before or after expiration of the holding periods described in the following sentence. If the Shares are sold or otherwise disposed of more than two years from the first day of the
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applicable offering and one year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the Shares at the time of such sale or disposition over the purchase price, or (b) the excess of the fair market value of a Share on the offering date that the right was granted over the purchase price for the right as determined on the offering date. Any additional gain will be treated as long-term capital gain. If the Shares are sold or otherwise disposed of before the expiration of either of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the Shares on the date the Shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the Shares have been held from the date of purchase.
The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of Shares prior to the expiration of the holding periods described above.
New Plan Benefits
Purchase rights are subject to an eligible employee’s discretion, including an employee’s decision not to participate in the ESPP, and awards under the ESPP are not determinable. Directors who are not employees are not eligible to participate in, and will not receive any benefit under, the ESPP.
Interests of Certain Persons in this Proposal
Our executive officers, including our Chief Executive Officer, who is also a director, will be eligible to participate in the ESPP if this Proposal 3 is approved. When you consider the recommendation of our Board in favor of approval of the ESPP, you should keep in mind that certain of executive officers and employee directors may have interests that are different from, or in addition to, your interests as a stockholder.
Vote Required for Approval
The approval of the ESPP proposal will require the affirmative vote of a majority of the voting power of the issued and outstanding shares of the Company’s common stock represented in person (including virtually) or by proxy and entitled to vote at the annual meeting.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ESPP.
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AUDIT COMMITTEE REPORT
The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq Rules. The Audit Committee operates pursuant to a written charter adopted by the Board.
The audit committee provides assistance to our Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management.
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2025 with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the SEC.
Submitted by the Audit Committee of the Company’s Board.
Stanley Stern, Chair
Tomer Babai
Joan C. Conley
The foregoing Audit Committee Report shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the SEC under the Securities Act or the Exchange Act.
22
EXECUTIVE OFFICERS
The following table sets forth the name, age and position(s) of each of our executive officers. For information on Mr. Alon, see “Nominees for Election to the Board of Directors in 2026” under Proposal No. 1 – Election of Directors. The ages of the executive officers of the Company indicated in this section are as of April 6, 2026. Our executive officers are appointed by, and serve at the discretion of, our Board. There are no family relationships among our directors and executive officers. Our executive officers, who are not also directors, as well as certain officers, are listed below.
Name |
|
Age |
|
Position |
Zvi Alon |
|
74 |
|
Chief Executive Officer and Chairman of the Board of Directors |
Bill Roeschlein |
|
56 |
|
Chief Financial Officer |
Anita Chang |
|
52 |
|
Chief Operating Officer |
Jing Tian |
|
62 |
|
Chief Revenue Officer and Chief Growth Officer |
James (JD) Dillon |
|
54 |
|
Chief Marketing Officer |
Bill Roeschlein has served as our Chief Financial Officer since the Business Combination. Previously, Mr. Roeschlein served as Chief Financial Officer of Legacy Tigo, a position he held since June 2022. He has over 30 years’ experience in the financial sector, including more than 10 years as a public company CFO. Mr. Roeschlein previously served as Chief Financial Officer of Nanosys Inc., from June 2021 to June 2022. Before that, he served as Chief Financial Officer of Perceptron, Inc. from January 2020 to June 2021 and as an acquisition integration advisor from June 2021 to December 2021. Previously, Mr. Roeschlein served in various capacities at Intermolecular, Inc., including VP of Finance and Chief Financial Officer, from August 2015 to December 2019. Mr. Roeschlein holds a B.A. degree from UCLA, an M.B.A. from Cornell University and is a licensed Certified Public Accountant in the State of California.
Anita Chang has served as our Chief Operating Officer since October 2024. Previously, Ms. Chang served as the Senior Vice President of Global Manufacturing Operations of Tigo from May 2023 to October 2023, the Chief Operating Officer of Tigo from July 2020 to May 2023, and the Vice President of Operations & General Manager, China, at Tigo from 2015 to 2020. Ms. Chang was responsible for leading Tigo’s product delivery and fulfillment obligations worldwide. Ms. Chang came to Tigo with more than 17 years of experience in global Sales, Engineering, Quality Assurance, Product Management and Supplier Management roles across the consumer devices, optical storage, touch solutions, and data communication industries. Previously, Ms. Chang held various leadership positions at TE Connectivity, Quanta Storage Inc., and Taiwan Video & Monitor Corp. (part of TPK group).
Jing Tian has served as our Chief Growth Officer since the Business Combination and as our Chief Revenue Officer since January 2025. Previously, she served as the Chief Growth Officer of Legacy Tigo since February 2021. Ms. Tian previously served as General Manager at Ginlong Technologies USA from April 2020 to February 2021 and as Country Manager at Shift Energy LLC from October 2018 to April 2020. Prior to that, Ms. Tian spent over five years at Trina Solar, where she served as Head of Global Marketing from May 2013 to April 2017 and as President, North American Region from April 2017 to September 2018. She has a fifteen-year track record of technical and business success at companies such as Credence, Solfocus, Shift Energy, and Trina Solar. Her past twelve years have been spent in the solar industry, focused on the profitable growth of equipment manufacturers across the PV ecosystem. She launched the TrinaSmart Module with Tigo while at Trina Solar.
James (JD) Dillon has served as our Chief Marketing Officer since the Business Combination. Previously, he served as the Chief Marketing Officer of Legacy Tigo since November 2020. Prior to joining Tigo, Mr. Dillon served as Vice President of Marketing & Pricing at Enphase Energy a supplier of solar microinverters to the PV industry, from July 2017 to October 2020. His experience spans the U.S. Armed Forces, semiconductors, solid-state drives, solar inverters and batteries. His functional leadership has impacted pricing, new product introduction, customer experience, and communications at all levels.
23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows information with respect to the beneficial ownership of our Common Stock as of March 24, 2026, the Record Date, for:
As of March 24, 2026 there were 75,859,828 shares of our Common Stock outstanding. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them:
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
NAME OF BENEFICIAL OWNER |
|
NUMBER OF SHARES |
|
|
% OF |
|
||
DIRECTORS, DIRECTOR NOMINEES, NAMED EXECUTIVE OFFICERS AND 5% STOCKHOLDERS(1) |
|
|
|
|
|
|
||
Zvi Alon(2) |
|
|
16,012,474 |
|
|
|
21.1 |
% |
Bill Roeschlein(3) |
|
|
364,181 |
|
|
* |
|
|
James (JD) Dillon(4) |
|
|
220,786 |
|
|
* |
|
|
Tomer Babai(5) |
|
|
277,892 |
|
|
* |
|
|
Joan C. Conley(6) |
|
|
347,897 |
|
|
* |
|
|
Sagit Manor(7) |
|
|
333,550 |
|
|
* |
|
|
Michael Splinter(8) |
|
|
1,780,377 |
|
|
|
2.3 |
% |
Stanley Stern(9) |
|
|
497,273 |
|
|
* |
|
|
John Wilson |
|
|
— |
|
|
|
— |
|
All Directors and Executive Officers as a group (11 individuals) |
|
|
20,194,164 |
|
|
|
26.6 |
% |
|
|
|
|
|
|
|
||
Five Percent Holders: |
|
|
|
|
|
|
||
Alon Ventures, LLC(10) |
|
|
12,689,306 |
|
|
|
16.7 |
% |
Energy Growth Momentum II LP(11) |
|
|
9,133,224 |
|
|
|
12.0 |
% |
Tigo SPV LP(12) |
|
|
5,208,625 |
|
|
|
6.9 |
% |
Clal Industries Ltd(13) |
|
|
4,057,315 |
|
|
|
5.3 |
% |
* Less than one percent
24
25
EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for the executive officers of the Company who were “named executive officers,” or NEOs, for fiscal 2025. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the existing and currently planned programs summarized or referred to in this discussion.
As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure for our principal executive officer, our two other most highly compensated executive officers and up to two additional individuals who would have been our most highly compensated executive officers but for the fact that such individual was not serving as an executive officer as of December 31, 2025, referred to herein as our NEOs.
Introduction
The primary objectives of our executive compensation programs are to attract, motivate and retain high quality leadership to effectively manage and lead our Company. Our programs are designed to incentivize our executive officers to achieve performance goals over the short-term and long-term and to also align the interests of our executive officers with those of our stockholders. Our NEOs for the fiscal year ended December 31, 2025, were:
Summary Compensation Table
The following table presents compensation awarded to, earned by and paid to the NEOs for the fiscal years ended December 31, 2025 and 2024.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Stock Awards |
|
|
Option |
|
|
Non-Equity |
|
|
All Other |
|
|
Total |
|
|||||||
Zvi Alon, |
|
2025 |
|
|
518,698 |
|
|
|
200,000 |
|
|
|
472,500 |
|
|
|
— |
|
|
|
621,399 |
|
|
|
10,000 |
|
|
|
1,822,596 |
|
Chairman and CEO |
|
2024 |
|
|
500,000 |
|
|
|
— |
|
|
|
694,966 |
|
|
|
909,238 |
|
|
|
— |
|
|
|
21,236 |
|
|
|
2,125,440 |
|
Bill Roeschlein, |
|
2025 |
|
|
423,026 |
|
|
|
150,000 |
|
|
|
251,999 |
|
|
|
— |
|
|
|
390,593 |
|
|
|
12,317 |
|
|
|
1,227,935 |
|
Chief Financial Officer |
|
2024 |
|
|
379,139 |
|
|
|
— |
|
|
|
369,406 |
|
|
|
469,764 |
|
|
|
— |
|
|
|
17,032 |
|
|
|
1,235,340 |
|
James (JD) Dillon, |
|
2025 |
|
|
269,549 |
|
|
|
— |
|
|
|
101,204 |
|
|
|
— |
|
|
|
159,717 |
|
|
|
8,713 |
|
|
|
539,183 |
|
Chief Marketing Officer |
|
2024 |
|
|
257,024 |
|
|
|
— |
|
|
|
154,229 |
|
|
|
193,190 |
|
|
|
— |
|
|
|
10,833 |
|
|
|
615,277 |
|
26
Narrative Disclosure to Summary Compensation Table
The following describes the material elements of our compensation program for fiscal 2025 as applicable to the NEOs and reflected in the Summary Compensation Table above.
Cash Compensation
Base Salary
Base salaries are generally set at levels deemed necessary to attract and retain our executives. We provide each NEO with a base salary commensurate with the services that the executive officer performs for us. This compensation component constitutes a stable element of compensation while other compensation elements may be variable. Base salaries are generally reviewed annually and may be adjusted based on any number of factors at the discretion of the Compensation Committee, including the individual performance of the NEO, Company performance, any change in the executive’s position within our business, the scope of their responsibilities and market data.
For fiscal year 2025, Mr. Alon’s annual base salary was increased from $500,000 to $525,000 in July 2025.
For fiscal year 2025, Mr. Roeschlein’s annual base salary was increased from $400,000 to $440,000 in July 2025.
For fiscal year 2025, Mr. Dillon’s annual base salary was increased from $257,024 to $270,000 in July 2025.
The actual base salaries paid to the NEOs during 2025, as applicable, are set forth in the Summary Compensation Table above.
Discretionary and Other Bonuses
Discretionary bonuses are determined on a discretionary basis and are generally based on individual and Company performance. For fiscal 2025, the Compensation Committee awarded Mr. Alon and Mr. Roeschlein a one-time cash bonus of $200,000 and $150,000, respectively. Such bonuses were awarded in recognition of the extraordinary achievements of each of Mr. Alon and Mr. Roeschlein during the Company’s 2025 fiscal year, including their efforts associated with the Company’s early prepayment of its convertible promissory note and sale of certain licenses and patents.
Fiscal 2025 Annual Incentive Bonus
In addition to base salaries, the NEOs may receive discretionary annual bonuses, guaranteed and/or retention bonuses in the discretion of the Compensation Committee.
On February 18, 2025, the Compensation Committee approved an annual Executive Short Term Incentive Plan (the “STI Plan”) for the Company’s key executives, including its named executive officers for fiscal 2025.
Under the STI Plan, participants are eligible to earn a cash bonus in an amount based upon a targeted percentage of the participant’s base salary that represented a meaningful portion of each NEOs base salary, which varied among the NEOs. For fiscal 2025, the target awards as a percentage of salary were as follows: for Mr. Alon, 100%, for Mr. Roeschlein, 75%, and for Mr. Dillon, 50%.
27
The NEOs cash bonus is earned based upon the achievement of either or both of two specified Company performance objectives for fiscal 2025: (i) revenue (37.5% weighting), and (ii) Adjusted EBITDA (defined as operating income adjusted for depreciation, amortization, non-cash stock-based compensation expenses and M&A transaction expenses) (37.5% weighting). The balance of the cash bonus is earned based on achievement of individual performance objectives established by the Compensation Committee for the Chief Executive Officer (the “CEO”) and by the CEO for other participants (25% weighting), factoring in the level of achievement of the revenue target and Adjusted EBITDA target.
For revenue and Adjusted EBITDA, the NEOs are eligible to earn 75% of the target bonus if the Company achieves a pre-determined threshold, 100% for achieving target and a maximum of 150% for achievement above that level. The achievement of individual performance objectives are determined on a scale of zero to 100%. The revenue and Adjusted EBITDA amounts must be at least 75% of their respective targeted amounts for any cash bonus payouts to be made.
Bonus eligibility, the extent to which financial targets have been achieved, each participant’s individual level of performance, and actual cash amounts to be paid were determined by the Compensation Committee after the completion of fiscal 2025. The aggregate amount of any bonuses under the STI Plan may not exceed the amount of positive Adjusted EBITDA reported for fiscal 2025, unless otherwise determined by the Compensation Committee or the Board in their discretion.
For fiscal 2025, the Compensation Committee determined that the actual achievements under each element of the STI Plan, based on the Company’s performance during fiscal 2025 was 107% of the revenue target and 130% of the Adjusted EBITDA target, and that each NEO achieved 100% of their individual performance objectives, resulting in an overall level of achievement of 118.4%. This resulted in actual payouts under the STI Plan to Mr. Alon, Mr. Roeschlein and Mr. Dillon of $621,399, $390,593 and $159,717, respectively.
Equity Awards
Our NEOs are eligible for long-term equity incentive awards under the 2023 Equity Incentive Plan (the “2023 Incentive Plan”). The Compensation Committee believes that granting equity awards to our NEOs enhances performance consistent with our corporate strategic values, focuses them on long-term performance results, and strengthens the link between executive pay and our stockholders by creating a shared interest in the Company’s growth. Awards under the 2023 Incentive Plan may be in the form of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other stock-based awards and cash-based awards. Awards vest over time under the conditions set forth in the applicable award agreement.
RSUs
On August 1, 2025, the Compensation Committee granted 360,687, 192,366, and 77,255 RSUs to Mr. Alon, Mr. Roeschlein, and Mr. Dillon and, respectively, that vest one-third on each of the first three anniversaries on the grant date. The amounts shown in the Stock Awards column of the Summary Compensation Table above reflect these grants.
Earned PSUs
On September 16, 2024, the Compensation Committee also granted up to 666,660, 355,552, and 142,792 PSUs (assuming the maximum level of performance) to Mr. Alon, Mr. Roeschlein and Mr. Dillon, respectively. The PSUs vest over a three-year period, and one-third of the PSUs are eligible to vest each calendar year based on the achievement of performance goals for each of the calendar year periods ended December 31, 2025, 2026 and 2027 (each a “Performance Period”). A portion of the PSUs will vest following the Performance Period as to that percentage of the PSUs set forth below, with linear interpolation between 50% and 200%, based upon achievement of the applicable Revenue performance goal and Adjusted EBITDA performance goal for such Performance Period. Fifty percent (50%) of the PSUs eligible to vest for each Performance Period shall be subject to a Revenue performance goal and fifty percent (50%) of the PSUs eligible to vest for each Performance Period shall be subject to an Adjusted EBITDA performance goal. For this purpose, “Adjusted EBITDA” means, for any calendar year, the Company’s earnings (loss) before interest and other expenses, net, income tax expense (benefit), depreciation and amortization
28
expenses, as determined in accordance with normal business practices, as adjusted to exclude stock-based compensation, merger transaction related expenses adjusted and any other non-recurring items as deemed appropriate by the Committee or the Board. For the first Performance Period, Adjusted EBITDA excludes inventory impairment charges from the calculation.
On March 17, 2026, the Compensation Committee determined that the performance conditions had been met for the issuance of shares of the Company’s Common Stock pursuant to the PSUs that were granted on September 16, 2024 for the first Performance Period based upon the Company’s achievement of the Revenue and adjusted EBITDA performance goals for the year ended December 31, 2025 and issued 163,953, 87,442, and 35,117 shares of the Company’s Common Stock to Mr. Alon, Mr. Roeschlein and Mr. Dillon, respectively.
Employee Benefits and Perquisites
We provide health, dental, vision, life and disability insurance benefits to our named executive officers, on the same terms and conditions as provided to our other senior executives. We generally do not provide perquisites to our NEOs.
Equity Grant Procedures
The Company’s Compensation Committee approves equity awards for our NEOs on or before the date of grant, and it is the Compensation Committee’s general practice to approve annual equity awards in August of each year. On occasion, equity awards may be granted outside of our annual grant cycle for new hires, promotions, retention, or other purposes. Generally,
Health and Retirement Benefits
We provide medical, dental, vision, life insurance and disability benefits to all eligible employees. Our named executive officers are eligible to participate in these benefits on the same basis as all other employees. We maintain a 401(k) savings plan that allows participants, including our named executive officers, to defer cash compensation up to the maximum deferral under applicable IRS guidelines. Eligible employees begin to participate in benefits on their first day of employment and are fully vested in their salary deferrals. Effective January 1, 2024, we began making discretionary matching contributions to participants under our 401(k) plan. We match 100% of eligible contributions up to the first 3% of eligible compensation, and then 50% on the next 2% of eligible compensation with the total matching contribution for any participant to not exceed $23,000. Match contributions vest immediately. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation policies. Details regarding these benefits specific to each NEO can be found in the footnotes to the “All Other Compensation” column within the “Summary Compensation Table” above.
Employment Agreements
We entered into employment agreements (the “Executive Employment Agreements”) with each of Zvi Alon, our Chief Executive Officer, and Bill Roeschlein, our Chief Financial Officer, that govern certain terms and conditions of such executive officers’ employment with us. The Executive Employment Agreements provide for base salary, eligibility to receive an annual bonus, as well as customary confidentiality, assignment of intellectual property provisions, and certain restrictive covenants, including post-employment non-solicitation provisions.
In addition, under their Executive Employment Agreements, upon a termination of Mr. Alon’s or Mr. Roeschlein’s employment without “cause,” or due to their resignation for “good reason” in connection with a “change in control” (each such term as defined in the applicable employment agreement), subject to the executive’s timely execution and non-revocation of a general release of claims, Mr. Alon and Mr. Roeschlein will be eligible to receive (i) 24 and 18 months of continued payment of base salary, respectively, for Mr. Alon and Mr. Roeschlein, (ii) the
29
annual bonus for the year prior to termination, if not paid, (iii) the annual bonus at target level for the year of termination and (3) company-subsidized healthcare continuation coverage for up to 24 and 18 months following termination, respectively, for Mr. Alon and Mr. Roeschlein.
On February 19, 2025, we entered into amended and restated employment agreements with each of Zvi Alon, our Chief Executive Officer (the “Alon Employment Agreement”), and Bill Roeschlein, our Chief Financial Officer (the “Roeschlein Employment Agreement” and, together with the Alon Employment Agreement, the “A&R Executive Employment Agreements”), effective as of such date, in order to, among other things, to (i) clarify that the target annual bonus for each officer shall equal a percentage of such officer’s base salary as set forth in the applicable employment agreement, with the actual bonus amounts to be determined based on the achievement of performance objective set by the Compensation Committee or the Board, (ii) provide that in the event of a termination without “cause” or resignation for “good reason” in connection with a “change in control” (each such term as defined in the applicable employment agreement) that each officer shall be eligible to receive (a) 24 and 18 months of continued payment of base salary, respectively, for Mr. Alon and Mr. Roeschlein, (b) the annual bonus for the year prior to termination, if not paid, (c) an amount equal to the greater of the percentage of such officer’s target annual base salary set forth in the A&R Executive Employment Agreement (which is equal to 100% and 75% of the base salary of Mr. Alon and Mr. Roeschlein, respectively) and their actual annual bonus amount, as determined based on the performance determined by the Board for the performance year during which such termination occurs, and (d) company-subsidized healthcare continuation coverage for up to 24 and 18 months following termination, respectively, for Mr. Alon and Mr. Roeschlein, and (iii) make certain other administrative changes.
The A&R Executive Employment Agreements provide for base salary, eligibility to receive an annual bonus, as well as customary confidentiality, assignment of intellectual property provisions, and certain restrictive covenants, including post-employment non-solicitation provisions.
Under their A&R Executive Employment Agreements, upon a termination of Mr. Alon’s or Mr. Roeschlein’s employment without “cause,” or due to their resignation for “good reason” (each such term as defined in the applicable employment agreement) outside of the context of a “change in control,” subject to the executive’s timely execution and non-revocation of a general release of claims, Mr. Alon and Mr. Roeschlein will be eligible to receive (i) 18 and 12 months of continued payment of base salary, respectively, for Mr. Alon and Mr. Roeschlein, (ii) the annual bonus for the year prior to termination, if not paid, (iii) an amount equal to the officer’s pro-rated target annual bonus based on the number of days employed during the performance year prior to termination; and (iv) company-subsidized healthcare continuation coverage for up to 18 and 12 months following termination, respectively, for Mr. Alon and Mr. Roeschlein.
We entered into an offer of employment with Mr. Dillon that provides for base salary, as well as customary confidentiality and assignment of intellectual property provisions.
30
Outstanding Equity Awards at December 31, 2025 Fiscal Year-End
The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.
|
|
|
|
Option Awards |
|
Stock Awards |
|
|||||||||||||||||||||||||
Name |
|
Grant Date |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Option Exercise Price ($) |
|
|
Option Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(3) |
|
|
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested |
|
|
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested |
|
|||||||
Zvi Alon |
|
6/20/2016 |
|
|
136,942 |
|
(1) |
|
— |
|
|
|
0.56 |
|
|
6/19/2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/17/2017 |
|
|
82,165 |
|
(1) |
|
— |
|
|
|
0.56 |
|
|
8/16/2027 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9/20/2018 |
|
|
90,382 |
|
(1) |
|
— |
|
|
|
0.64 |
|
|
9/19/2028 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9/12/2019 |
|
|
99,420 |
|
(1) |
|
— |
|
|
|
0.64 |
|
|
9/11/2029 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2/25/2021 |
|
|
140,010 |
|
(1) |
|
— |
|
|
|
0.75 |
|
|
2/24/2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6/23/2022 |
|
|
110,513 |
|
(1) |
|
12,850 |
|
(2)(4) |
|
2.57 |
|
|
6/22/2032 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/11/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
57,971 |
|
(5) |
|
80,000 |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
162,259 |
|
|
|
356,971 |
|
(6) |
|
1.60 |
|
|
9/15/2034 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
222,220 |
|
(5) |
|
306,664 |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
499,995 |
|
(7) |
|
689,993 |
|
|
|
12/10/2024 |
|
|
40,947 |
|
|
|
26,829 |
|
(8) |
|
0.90 |
|
|
8/10/2033 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
360,687 |
|
|
|
497,748 |
|
|
|
— |
|
|
|
— |
|
Bill Roeschlein |
|
6/27/2022 |
|
|
83,620 |
|
(1) |
|
9,720 |
|
(2)(4) |
|
2.57 |
|
|
6/26/2032 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/11/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
25,362 |
|
(5) |
|
35,000 |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
86,538 |
|
|
|
190,385 |
|
(6) |
|
1.60 |
|
|
9/15/2034 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
8/10/2033 |
|
|
— |
|
|
|
— |
|
|
|
266,664 |
|
(7) |
|
367,996 |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
118,517 |
|
(5) |
|
163,553 |
|
|
|
— |
|
|
|
— |
|
|
|
12/10/2024 |
|
|
17,915 |
|
|
|
11,737 |
|
(8) |
|
0.90 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
192,366 |
|
(5) |
|
265,465 |
|
|
|
— |
|
|
|
— |
|
James (JD) Dillon |
|
2/25/2021 |
|
|
93,340 |
|
(1) |
|
— |
|
|
|
0.69 |
|
|
2/24/2031 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6/23/2022 |
|
|
8,362 |
|
(1) |
|
972 |
|
(2)(4) |
|
2.57 |
|
|
6/22/2032 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/11/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
14,492 |
|
(5) |
|
19,999 |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
34,754 |
|
|
|
76,459 |
|
(6) |
|
1.60 |
|
|
9/15/2034 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
47,597 |
|
(5) |
|
65,684 |
|
|
|
— |
|
|
|
— |
|
|
|
9/16/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
107,094 |
|
(7) |
|
147,790 |
|
|
|
12/10/2024 |
|
|
10,236 |
|
|
|
6,708 |
|
(8) |
|
0.90 |
|
|
8/10/2033 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8/1/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
77,255 |
|
(5) |
|
106,612 |
|
|
|
— |
|
|
|
— |
|
31
32
Director Compensation
Our Independent Director Compensation Program, approved by the Board in June 2023, effective as of the Business Combination Closing, provides for the following compensation:
The Compensation Committee recommends to the Board the annual compensation to be paid to the directors of our Board and may, in its discretion, revise or replace the compensation program described above. The Company reimburses each director for any reasonable expenses incurred by such director in connection with the performance of such director’s services to the Company.
The following table sets forth the total compensation paid to each of our non-employee directors for their service on the Board during fiscal 2025. This table does not include compensation to Mr. Alon as he did not receive any compensation in his capacity as a director.
Name(1) |
|
Fee Earned or Paid in Cash |
|
|
Stock Awards(2) |
|
|
Total |
|
|||
Tomer Babai |
|
|
60,000 |
|
|
|
125,000 |
|
|
|
185,000 |
|
Joan C. Conley |
|
|
70,000 |
|
|
|
125,000 |
|
|
|
195,000 |
|
Sagit Manor |
|
|
60,000 |
|
|
|
125,000 |
|
|
|
185,000 |
|
Michael Splinter(3) |
|
|
— |
|
|
|
199,999 |
|
|
|
199,999 |
|
Stanley Stern |
|
|
80,000 |
|
|
|
125,000 |
|
|
|
205,000 |
|
John Wilson(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
33
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025:
Name |
|
Stock Awards(1) |
|
|
Option Awards(2) |
|
||
Tomer Babai |
|
|
126,904 |
|
|
|
32,669 |
|
Joan C. Conley |
|
|
126,904 |
|
|
|
102,674 |
|
Sagit Manor |
|
|
126,904 |
|
|
|
— |
|
Michael Splinter |
|
|
126,904 |
|
|
|
32,669 |
|
Stanley Stern |
|
|
126,904 |
|
|
|
32,669 |
|
John Wilson |
|
|
— |
|
|
|
— |
|
34
Upon consummation of the Business Combination, the Company adopted a written related person transaction policy that set forth the following policies and procedures for the review and approval or ratification of related person transactions.
A “Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.
A “Related Person” means:
The Company also has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and provides appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.
All of the transactions described in this section began prior to the adoption of the Related Person Transaction Policy.
The following is a description of each related person transaction in which Legacy Tigo, or the Company, is or has been a participant since January 1, 2024. References to “we”, “us”, “our”, “Legacy Tigo”, “Tigo”, and the “Company” in this section titled “—Certain Relationships and Related Person Transactions – Company” refer to Legacy Tigo or the Company.
Registration Rights Agreement
Pursuant to the Merger Agreement, at the Business Combination Closing, ROCG, Sponsors and certain stockholders of Legacy Tigo entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities that are held by the parties thereto. There are no monetary or other additional penalties under the Registration Rights Agreement resulting from delays in registering the Common Stock.
Compensation Paid to Related Parties
Amarelle Mead, our Director of Legal and Corporate Secretary, and Eyal Alon, who served as a Senior Software Engineer at the Company until August 2025, are the daughter and son, respectively, of Zvi Alon, our Chief Executive Officer and a member of our board of directors. Ms. Mead and Mr. Alon each began their employment with Legacy
35
Tigo in February of 2021. Mr. Alon ceased to be an employee in August 2025 and did not receive compensation in excess of the applicable $120,000 disclosure threshold during 2025. The aggregate compensation paid to them was $371,918 for the year ended December 31, 2024. During the year ended December 31, 2024, Ms. Mead and Mr. Alon were granted RSUs with respect to 12,900 shares, vesting over a three-year period. Additionally, Ms. Mead and Mr. Alon were granted stock options to purchase an aggregate of 30,500 shares of the Company’s common stock during the year ended December 31, 2024. The options were granted on September 24, 2024 with an exercise price of $1.56 per share, and vest over a four-year period in 48 equal monthly installments. Ms. Mead received compensation of $248,696 for the year ended December 31, 2025. During the year ended December 31, 2025, Ms. Mead was granted RSUs with respect to 19,300 shares, vesting over a three-year period.
Archie Roboostoff, Vice President of Software at the Company, is the step-son of Michael Splinter, a member of our board of directors. Mr. Roboostoff began his employment with Legacy Tigo in February of 2021. Mr. Roboostoff received compensation of $312,974 and $288,717 for the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2024 Mr. Roboostoff was granted RSUs with respect to 98,694 shares, vesting over a three-year period. During the year ended December 31, 2024, Mr. Roboostoff was also granted PSUs with respect to 138,888 shares, which vest over a three-year period subject to the achievement of specified performance conditions. Additionally, Mr. Roboostoff was granted stock options to purchase an aggregate of 108,173 shares of the Company’s common stock. The options were granted on September 16, 2024, have an exercise price of $1.60 per share, and vest over a four-year period in 48 equal monthly installments. During the year ended December 31, 2025, Mr. Roboostoff was granted RSUs with respect to 75,143 shares, vesting over a three-year period.
36
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31, 2025.
|
|
Number of Securities |
|
|
|
Weighted Average |
|
|
Number of Securities |
|
|||
Equity Compensation plans approved by security holders(1) |
|
|
7,784,178 |
|
(2) |
|
$ |
1.57 |
|
|
|
2,662,963 |
|
Equity Compensation plans not approved by security holders |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
Total |
|
|
7,784,178 |
|
(3) |
|
$ |
1.57 |
|
|
|
2,662,963 |
|
37
OTHER MATTERS
We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders will vote your shares in accordance with their best judgment. This discretionary authority is granted by the execution of the form of proxy.
OTHER INFORMATION
Householding of Proxies
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement or a single notice of internet availability of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” can reduce the volume of duplicate information received at households. While the Company does not household, a number of brokerage firms with account holders have instituted householding. Once a stockholder has consented or receives notice from their broker that the broker will be householding materials to the stockholder’s address, householding will continue until the stockholder is notified otherwise or until one or more of the stockholders revokes their consent. If your Notice of Internet Availability of Proxy Materials or your annual report and proxy statement, as applicable, have been househeld and you wish to receive separate copies of these documents now and/or in the future, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, you may notify your broker. You can also request and we will promptly deliver a separate copy of the Notice of Internet Availability or the Proxy Materials by writing to: 983 University Avenue, Suite B, Los Gatos, California 95032 or by telephone at: (408) 402-0802.
Additional Filings
The Company’s reports on Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website, https://www.tigoenergy.com/, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our Code of Conduct, Audit Committee Charter, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter, Corporate Governance Guidelines and amendments thereto are also available at our website, as described above. If we make any amendments to our Code of Conduct or grant any waiver, including any implicit waiver, from a provision of either code applicable to our CEO, CFO or principal accounting officer requiring disclosure under applicable SEC rules, we intend to disclose the nature of such amendment or waiver on our website. The content of our website, however, is not part of this Proxy Statement.
You may request a copy of our SEC filings, as well as the foregoing corporate documents, at no cost to you, to the Company by writing to: 983 University Avenue, Suite B, Los Gatos, California 95032.
Stockholder Proposals for 2027 Annual Meeting of Stockholders
Stockholders of the Company may submit proposals that they believe should be voted upon at the Company’s annual meeting of Stockholders or nominate persons for election to the Board. Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals meeting certain requirements may be eligible for inclusion in the Company’s proxy statement (the “2027 Proxy Statement”) for the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). To be eligible for inclusion in the 2027 Proxy Statement, any such stockholder proposals must be submitted in writing to the Secretary of the Company no later than December 7, 2026 in addition to complying with certain rules and regulations promulgated by the SEC. The submission of a stockholder proposal does not guarantee that it will be included in the 2027 Proxy Statement.
38
Alternatively, stockholders seeking to present a stockholder proposal or nomination at the 2027 Annual Meeting, without having it included in the 2027 Proxy Statement, must timely submit notice of such proposal or nomination. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company not later than 5:00 p.m. Eastern Time on the 90th day nor earlier than 5:00 p.m. Eastern Time on the 120th day prior to the one-year anniversary of the Annual Meeting. For the 2027 Annual Meeting, this means that any such proposal or nomination must be submitted no earlier than January 19, 2027, and no later than February 18, 2027. Notwithstanding the foregoing, if the date of the 2027 Annual Meeting is more than 30 days before or more than 70 days after the one-year anniversary of the Annual Meeting, to be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Company no later than the later of: (i) 5:00 p.m. Eastern Time on the 90th day prior to the 2027 Annual Meeting or (ii) 5:00 p.m. Eastern Time on the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting is first made by the Company.
Additionally, in order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2027 Annual Meeting of Stockholders, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act (including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than our nominees).
Notices of any proposals or nominations for the Company’s 2027 Annual Meeting of Stockholders should be sent to Tigo Energy, Inc., Attention: Corporate Secretary, 983 University Avenue, Suite B, Los Gatos, California 95032.
39
APPENDIX A - TIGO ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN
For purposes of the Plan, the Committee may designate separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation are the same within each separate Offering under the 423 Component (as determined under Section 423 of the Code). Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the 423 Component and the Non-423 Component of the Plan.
Wherever the following terms are used in the Plan, they shall have the meanings specified below unless the context clearly indicates otherwise.
40
41
42
43
44
45
46
47
48
49
50
51
52
styleIPCP.O. BOX 8016, CARY, NC 27512-9903 Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control numberHave the 12 digit control number located in the box above available when you access the website and follow the instructions. P.O. BOX 8016, CARY, NC 27512-9903 Have your ballot ready and please use one of the methods below for easy voting: Your vote matters! Your control numberHave the 12 digit control number located in the box above available when you access the website and follow the instructions. Internet: Tigo Energy, Inc. Annual Meeting of Stockholders www.proxypush.com/TYGO • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote For Stockholders of record as of March 24, 2026 Phone: 1-866-494-0644 Tuesday, May 19, 2026 9:00 AM, Pacific Time • Use any touch-tone telephone Annual meeting to be held live via the Internet - please visit • Have your Proxy Card ready http://www.proxydocs.com/TYGO for more details. • Follow the simple recorded instructions Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid YOUR VOTE IS IMPORTANT! envelope provided PLEASE VOTE BY: 9:00 AM, Pacific Time, May 19, 2026. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Zvi Alon, Chief Executive Officer, and Bill Roeschlein, Chief Financial Officer (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of Common Stock of Tigo Energy, Inc. which the undersigned is entitled to vote at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 19, 2026 or any adjournment or postponement thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment or postponement thereof, conferring authority upon such Named Proxies to vote in their discretion on such other matters as may properly come before the Annual Meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved
53
Tigo Energy, Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 BOARD OF DIRECTORS PROPOSAL YOUR VOTE RECOMMENDS 1. To elect the seven director nominees listed below to hold office until the 2027 Annual Meeting of Stockholders: FOR WITHHOLD 1.01 Zvi Alon FOR #P2# #P2# 1.02 Tomer Babai FOR #P3# #P3# 1.03 Joan C. Conley FOR #P4# #P4# 1.04 Sagit Manor FOR #P5# #P5# 1.05 Michael Splinter FOR #P6# #P6# 1.06 Stanley Stern FOR #P7# #P7# 1.07 John Wilson FOR #P8# #P8# FOR AGAINST ABSTAIN 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public FOR #P9# #P9# #P9# accounting firm for the fiscal year ending December 31, 2026. 3. To vote to approve the Tigo Energy, Inc. Employee Stock Purchase Plan. FOR #P10# #P10# #P10# You must register to attend the meeting online and/or participate at www.proxydocs.com/TYGO Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Signature (if held jointly)
54