Not independent
Tenure on this board
3.0 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; and approve the Tigo Energy, Inc. Employee Stock Purchase Plan (ESPP) authorizing 1,000,000 shares with Section 423 and Non-423 components.
Elect seven director nominees — Zvi Alon, Tomer Babai, Joan C. Conley, Sagit Manor, Michael Splinter, Stanley Stern, and John Wilson — each to hold office until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as Tigo Energy, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the Tigo Energy, Inc. Employee Stock Purchase Plan (ESPP), authorizing up to 1,000,000 shares, enabling eligible employees to purchase shares through payroll deductions at a purchase price equal to 85% of the fair market value with both a Section 423 (U.S.) component and a Non-423 (international) component.
This proposal asks stockholders to approve the adoption of Tigo Energy’s Employee Stock Purchase Plan (ESPP), which authorizes up to 1,000,000 shares and contains both a Section 423-qualified component for U.S. employees and a Non-423 component for international employees. Management seeks shareholder approval because Section 423 requires stockholder consent for the plan to receive favorable U.S. tax treatment, and the Company intends to register the shares for issuance under the ESPP on Form S-8 if approved. The ESPP permits eligible employees to make payroll deductions (1%–20% of compensation) during six-month offering periods and purchase shares at a purchase price equal to 85% of the fair market value on the offering or purchase date (whichever is lower), subject to per-participant and offering limits and customary adjustments for corporate transactions. The plan is designed to be broadly available (approximately 150 eligible employees as of the filing date), to support recruitment and retention, and to align employee incentives with long-term stockholder value. It also contains customary administrative provisions: Compensation Committee administration, eligibility rules, withdrawal and termination mechanics, anti-dilution adjustments, and international sub-plans to address local law and tax considerations. If not approved, the ESPP will not become effective, employees will not be able to purchase shares under the plan, and management states this would impair the Company’s ability to recruit and retain talent. The Board recommends FOR approval, citing talent retention, alignment of interests, and the administrative need to obtain Section 423 status; the committee retains discretion over implementation details such as offering dates, eligibility limits, and international exclusions. Key governance considerations for investors include the share reserve size relative to outstanding shares, potential dilution (1,000,000 shares on an initial effective date, approximately $4.34 million at the referenced market price), the broad eligibility including executive participation, and the existence of a Non-423 component that may allow materially different terms for non-U.S. participants. Overall, the ESPP is a management-sponsored compensation benefit intended to enhance employee alignment with shareholders while complying with U.S. tax rules; investors should weigh the dilution and governance details against the benefits for retention and recruitment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AIGH Capital Management LLC | 7.0% | 5,307,363 | $20M |
| 2 | AWM Investment Company, Inc.Activist | 2.8% | 2,150,930 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 2,036,697 | $8M |
| 4 | AIGH Capital Management LLC | 2.6% | 1,972,949 | $7M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 1,298,877 | $5M |
| 6 | MILLENNIUM MANAGEMENT LLC | 1.0% | 785,394 | $3M |
| 7 | Walleye Capital LLC | 0.9% | 651,158 | $2M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 0.8% | 625,888 | $2M |
| 9 | TWO SIGMA INVESTMENTS, LP | 0.6% | 466,109 | $2M |
| 10 | BANK OF AMERICA CORP /DE/ | 0.5% | 416,771 | $2M |
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