James Brennan
About James Brennan
James Brennan (age 61) is SUNation Energy’s Chief Financial Officer, Chief Operating Officer, and Corporate Secretary; he became COO in May 2024 and CFO/Secretary in March 2025, after serving as SVP, Corporate Development (Nov 2022–May 2024) and Chief Growth Officer at SUNation Energy (Mar 2015–Nov 2022) . SUNation’s pay-versus-performance disclosure shows severe shareholder returns pressure: a fixed $100 investment in SUNE fell to $0.0 by 2024, alongside a net loss of $15.85M in 2024, framing a challenging backdrop for incentive alignment . He is not listed among current directors in the company’s 2025 Preliminary Proxy; the Board’s independent committees are chaired by other directors (see Board Governance) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SUNation Energy, Inc. | CFO & Secretary | Mar 2025–present | Finance leadership and corporate oversight |
| SUNation Energy, Inc. | COO | May 2024–present | Operations leadership across solar/storage services |
| SUNation Energy, Inc. | SVP, Corporate Development | Nov 2022–May 2024 | M&A/corporate development post-SUNation acquisition |
| SUNation Energy (pre-acquisition) | Chief Growth Officer | Mar 2015–Nov 2022 | Growth leadership at SUNation prior to acquisition |
External Roles
No public company directorships or external committee roles are disclosed for Brennan in the 2025 Preliminary Proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | — | $250,192 | 2024 actual paid as NEO |
| Employment Agreement Base ($) | — | $275,000 (COO agreement dated Dec 9, 2024) | Governs 2025 target pay structure |
| Target Bonus (% of Base) | — | Up to 40% | Discretionary; goals set by Board |
| Actual Bonus ($) | — | $0 (2024 MIP not earned) | No payout due to below-threshold performance |
| All Other Compensation ($) | — | $4,206 (401(k) employer contributions) | Per All Other Compensation table |
Performance Compensation
2024 annual cash incentive (MIP) metrics and results (company-wide plan; Brennan eligible, but plan did not pay out):
| Metric | Weighting | Target | 2024 Actual vs Target | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 30% | $3,661,508 | -134% of target | 0% (below threshold) | Annual cash; 2024 MIP not earned |
| Gross Profit | 30% | $27,692,331 | 74% of target | 0% (below threshold) | Annual cash; 2024 MIP not earned |
| Fundraising | 20% | $25,000,000 | 10% of target | 0% (below threshold) | Annual cash; 2024 MIP not earned |
| Business Acquisitions | 20% | 2 acquisitions | 0% of target | 0% (below threshold) | Annual cash; 2024 MIP not earned |
Equity awards: Due to multiple reverse splits and limited share availability, no new executive equity grants were made in 2024 . Outstanding RSUs for Brennan vest on prior-granted schedules (see Equity Ownership) .
Equity Ownership & Alignment
| Item | Detail | As of | Notes |
|---|---|---|---|
| Beneficial Common Shares | 15 | Nov 12, 2025 | <1% of 3,406,614 shares outstanding |
| Vested vs Unvested RSUs | 1 RSU vesting in thirds on Nov 15, 2023/2024/2025 | Dec 31, 2024 | Market value shown at $526 per unit at 12/31/24 |
| Ownership Guidelines | Not disclosed for executives | — | Company emphasizes pay-for-performance philosophy |
| Pledging/Hedging | No pledging disclosure noted | — | Not indicated in proxy documents reviewed |
Employment Terms
| Term | Brennan (COO Employment Agreement, Dec 9, 2024) |
|---|---|
| Term Length | Three-year term |
| Base Salary | $275,000 |
| Target Bonus | Up to 40% of base; discretionary, goals set by Board |
| Severance (No Cause / Good Reason) | 100% of annual base salary (subject to release/compliance) |
| Benefits | Eligible for employee benefit plans |
| Restrictive Covenants | 12-month post-termination non-compete; non-solicit of employees and customers |
| Equity Change-in-Control | Double-trigger acceleration under 2022 Equity Plan (if awards outstanding) |
| Clawback | Company-wide Incentive Compensation Recovery Policy effective Oct 2, 2023 |
Board Governance
- Board composition and leadership: Chairman Roger H.D. Lacey; Chair position is non-executive and separate from the CEO, enhancing independent oversight .
- Committees: Audit & Finance (Kevin O’Connor, Chair; Spring Hollis), Compensation (Spring Hollis, Chair; Kevin O’Connor), Nominating & Corporate Governance (Spring Hollis, Chair; Kevin O’Connor); all committee members are independent per SEC/Nasdaq standards .
- Brennan’s board status: Brennan is disclosed as an executive officer (CFO/COO/Secretary) and is not listed among current directors in the 2025 Preliminary Proxy; thus no committee roles or director independence status apply to him at present .
Investment Implications
- Pay-for-performance alignment: 2024 MIP metrics were missed across EBITDA, gross profit, fundraising, and acquisitions; no annual incentive payout was made, indicating discipline despite tough operating conditions . Equity awards use double-trigger change-in-control provisions and are subject to a clawback policy, which supports shareholder-friendly governance .
- Retention risk: Brennan’s severance (1x base) is moderate, with 12-month non-compete and non-solicit protections balancing retention and exit flexibility . Limited current equity holdings and lack of 2024 equity grants reduce insider-selling pressure but also lower long-term alignment unless future grants under the expanded 2022 plan are approved .
- Dual-role implications: Brennan’s combined CFO+COO responsibilities centralize operational and financial control, increasing key-person dependency; however, the Board’s independent leadership and committee structure mitigate governance concentration .
- Trading signals and dilution: Company actions (authorized share increase and reverse split) and warrant structures imply potential dilution and capital-raising needs, which may affect sentiment and insider behavior; these are firm-level signals that contextualize executive incentive outcomes .