Tracy S. Clifford
About Tracy S. Clifford
Tracy S. Clifford, 56, has served as Chief Financial Officer of Acorn Energy since June 1, 2018 and as Chief Operating Officer of subsidiary OmniMetrix since December 1, 2019, providing services via Tracy Clifford Consulting, LLC; she holds a BS in Accounting (College of Charleston), an MBA in Finance (Georgia State University), is a licensed CPA (SC), and has an AICPA certification in the fundamentals of forensic accounting . Corporate performance context during her tenure shows net income of $6.322M in 2024, $0.129M in 2023, and a $(0.631)M loss in 2022, per the company’s Pay vs. Performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Publicly traded pharmaceutical company | CFO/PAO/Controller/Secretary | 1999–2015 | Senior finance leadership at a public issuer |
| Publicly traded REIT | CFO/PAO/Controller/Secretary | 1999–2015 | Senior finance leadership at a public issuer |
| United Healthcare (Atlanta) | Accounting leadership | N/A (prior to 1999) | Health insurer finance operations experience |
| North Broward Hospital District (Fort Lauderdale) | Accounting leadership | N/A (prior to 1999) | Public healthcare finance operations experience |
| Deloitte & Touche (Miami) | Audit team | N/A (early career) | External audit foundation supporting reporting rigor |
| Tracy Clifford Consulting, LLC | President & Owner (contract CFO/COO/advisory) | 2015–present | Provides CFO/COO services; vehicle for ACFN CFO/COO roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NovelStem International Corp | Board member | Since July 2018 | Public-company board experience |
Fixed Compensation
| Year | Monthly Consulting Fee ($) | Annual Cash Paid ($) |
|---|---|---|
| 2023 | 17,500 | 210,000 |
| 2024 | 18,025 | 216,300 |
| 2025 (auto-renewed terms) | 18,025 | N/A (in-progress year) |
Notes:
- Compensation is paid under an Amended & Restated Consulting Agreement effective Jan 1, 2024, auto-renewing annually unless terminated; termination by the company other than for cause provides 6 months’ continuation of the monthly fee . The agreement auto-renewed on Jan 1, 2025 .
Performance Compensation
Option awards and vesting cadence emphasize frequent, quarterly vesting with immediate partial vest on grant.
| Grant Date | Type | # Options | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| Jun 1, 2023 | Stock options | 6,250 | 4.96 | 25% at grant; then Sep 1, 2023; Dec 1, 2023; Mar 1, 2024 | Jun 1, 2030 |
| Jan 2, 2024 | Stock options | 2,200 | 6.09 | 25% at grant; then Apr 1, 2024; Jul 1, 2024; Oct 1, 2024 | Jan 2, 2031 |
| Jan 1, 2025 | Stock options | 2,200 | 17.89 | 25% at grant; then Apr 1, 2025; Jul 1, 2025; Oct 1, 2025 | Not disclosed |
Additional program features:
- Ongoing annual option grants of 2,200 options on each anniversary of Jan 1, 2024 while the agreement remains in effect, with the same immediate 25%/quarterly vesting structure .
- Equity grants use the prior trading day’s closing price; the company states it does not time equity awards around material nonpublic information .
Equity Ownership & Alignment
| As of | Direct Shares | Options Currently Exercisable | Total Beneficial Ownership | % of Shares Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| Jul 21, 2025 (record date) | 3,000 | 24,475 | 27,475 | 1.09% | Not disclosed; company maintains an Insider Trading Policy |
Outstanding equity awards at FY2024 year-end (all exercisable as of 12/31/2024):
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Jun 1, 2018 grant (portion) | 1,875 | — | 6.56 | Jun 1, 2025 |
| Jun 25, 2019 grant (portion) | 1,875 | — | 4.48 | Jun 25, 2026 |
| Jun 8, 2020 grant (portion) | 3,125 | — | 3.68 | Jun 8, 2027 |
| May 10, 2021 grant (portion) | 6,250 | — | 9.92 | May 10, 2028 |
| Jun 1, 2022 grant (portion) | 3,125 | — | 7.04 | Jun 1, 2029 |
| Jun 1, 2023 grant | 6,250 | — | 4.96 | Jun 1, 2030 |
| Jan 2, 2024 grant | 2,200 | — | 6.09 | Jan 2, 2031 |
Employment Terms
- Engagement structure: Consultant via Tracy Clifford Consulting, LLC, serving as ACFN CFO and OmniMetrix COO .
- Current terms: $18,025 per month; 1-year term auto-renews yearly unless terminated; if terminated other than for cause, 6 months’ continuation of the monthly fee .
- Change-in-control economics: Special “Change in Control Bonus Agreement” effective Mar 25, 2025: upon a CIC within 18 months (extendable up to 6 months if a definitive deal is signed within that window), a lump-sum cash bonus equals $100,000 multiplied by years of service as OmniMetrix COO (counting partial years) since Dec 1, 2019; if voluntarily terminated before CIC, pays 70% upon a CIC within the period; if terminated for cause before CIC, forfeited .
- Equity cadence: 2,200 option grant each year on/after Jan 1, 2024 anniversary with immediate 25% vest and three quarterly tranches thereafter .
Performance & Track Record
| Year | Net Income ($) |
|---|---|
| 2022 | (631,000) |
| 2023 | 129,000 |
| 2024 | 6,322,000 |
- Governance/compliance development: On Apr 7, 2025, Marcum LLP resigned as auditor; Audit Committee engaged CBIZ CPAs P.C.; company disclosed material weaknesses in ICFR related to IT general controls, segregation of duties/journal entries, and controls over projected financial information in deferred tax asset valuation allowance analysis; the 8-K was signed by Ms. Clifford as CFO .
Compensation Committee and Governance Notes
- Compensation Committee members: Gary Mohr, Michael F. Osterer, and Samuel M. Zentman; all independent; the committee acted by unanimous written consent once in 2024; charter available on the company’s website .
- Equity plan authority: The Amended and Restated 2006 Stock Incentive Plan’s expiration was extended to December 31, 2034 by Board action in March 2025 .
- Equity award practices: Exercise price equals prior trading day close; company indicates it does not time awards relative to MNPI .
- Insider Trading Policy: The company maintains an insider trading policy applicable to directors, officers, employees, and the company .
Investment Implications
- Pay-for-performance mix and retention: Ms. Clifford’s compensation is primarily fixed cash via a consulting agreement ($18,025/month), supplemented by modest annual option grants with fast quarterly vesting; termination protection is limited to 6 months’ fee continuation, with a CIC bonus overlay tied to OmniMetrix service tenure, which could support retention through a potential strategic transaction .
- Alignment and potential selling pressure: She beneficially owns 27,475 shares (including 24,475 currently exercisable options), or 1.09% of shares outstanding, with multiple option tranches carrying exercise prices between $3.68 and $9.92 that are fully exercisable as of 12/31/2024, and additional options at $6.09 (2024 grant) and $17.89 (2025 grant); while no pledging disclosures are noted, the high proportion of exercisable options creates flexibility around exercises/sales depending on liquidity and price levels .
- Control/process risk: Recently disclosed ICFR material weaknesses and an auditor transition present governance/process risk factors to monitor, particularly given Ms. Clifford’s role as CFO and 8-K signatory .
- Performance backdrop: The company reported a significant improvement in net income in 2024 versus prior years, which provides a favorable earnings context against which compensation decisions and incentive realizations should be assessed; however, bonus targets/payout frameworks for Ms. Clifford are not disclosed .