Roger H.D. Lacey
About Roger H.D. Lacey
Chairman of the Board at SUNation Energy, Inc. and Director. Former Senior Vice President of Strategy and Corporate Development at 3M (Chief Strategy Officer and Head of Global M&A, 2000–2013) and Executive Chairman/CEO of Communications Systems, Inc. (CSI) prior to its transformation into Pineapple Energy; education includes study at The University of Manchester . He is recorded as Board Chair in SUNE’s special meeting proxy and company filings and signed multiple company instruments in that capacity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Senior Vice President of Strategy & Corporate Development; Chief Strategy Officer; Head of Global M&A | 2000–2013 | Led 80+ M&A transactions; member of corporate venture initiative |
| Communications Systems, Inc. (CSI) | Chief Executive Officer; Executive Chairman; Interim CEO | CEO: Feb 2015–Nov 30, 2020; Exec Chair since Dec 2018; Interim CEO Aug 2, 2021 | Board member, audit/compensation/governance committees |
| SUNation Energy, Inc. | Chairman of the Board | 2024–present (documented in filings March–April 2025) | Presided over governance and strategic restructuring; signed company notes and pledges |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Pineapple Energy Holdings Inc. | Chairman | Public | Successor to CSI/Pineapple; Lacey listed as Chairman |
| Johnsonville Sausage Corporation | Board Member | Private | U.S. food company board service |
| Cambek Designer Doors | Board Member | Private | Specialty wood construction products |
| CGMR Capital | Senior Partner | Private equity | Board member of WTB (utilities services) and Cambek |
Board Governance
- Role and status: Chairman of the Board; proxy and filings explicitly identify “Roger H.D. Lacey, Chairman” .
- Committees: SUNE maintains three standing committees—Audit & Finance (Kevin O’Connor, Chair), Compensation (Spring Hollis, Chair), and Nominating & Corporate Governance (Spring Hollis, Chair). Lacey is not listed as a member of these committees in 2024 disclosures .
- Independence: Board adheres to Nasdaq independence standards; committees comprised solely of independent directors; annual determinations per bylaws and governance guidelines .
- Attendance and engagement: Board held 21 formal meetings in 2024; each director attended ≥75% of Board and committee meetings; independent directors regularly held executive sessions; Lacey attended the 2024 annual meeting (virtual) .
- Anti-takeover structure: Classified board, no stockholder action by written consent, special meetings limited to Board/CEO with COO/CFO, authorized but unissued shares—features that can entrench the board and affect investor influence .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees (director/committee/chair) | $45,000 | Lacey total cash fees in 2024 |
| Stock awards (grant-date fair value) | $8,850 | Reflects stock awards recorded in 2024; company notes delayed RSU grant intended for 2023 occurred early 2024 |
| Standard non-employee director cash retainer | $30,000 | Paid quarterly to all non-employee directors |
| Additional Chair of Board cash retainer | $15,000 | Paid to Board chair |
| Additional committee chair retainer | $7,500 per chair | For each committee chair (not applicable to Lacey per committee listings) |
| Committee membership fee | $5,000 per committee | Excludes chairs; Lacey not listed on committees in 2024 |
Performance Compensation
| Metric | Program Description | 2024 Disclosure |
|---|---|---|
| Annual RSU grant for non-employee directors | Eligible for up to $36,000 value per year under 2022 Equity Incentive Plan (committee discretion) | Company disclosed that due to reverse splits and share availability, “did not grant any equity awards to directors in 2024”; RSU grant intended for 2023 was not made until early 2024, resulting in stock award values recorded in 2024 (e.g., $8,850 for Lacey) |
Note: No director-specific performance metrics (TSR, EBITDA, ESG) are tied to director compensation in the 2024 disclosures; compensation is primarily fixed cash with potential equity awards subject to plan capacity .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Comment |
|---|---|---|
| Pineapple Energy/CSI (public) | High informational overlap | SUNE and Pineapple/CSI corporate lineage intersects; Lacey’s leadership role may create perceived interlocks across governance and strategic decisions |
| Johnsonville Sausage; Cambek; CGMR Capital/WTB | Low industry overlap with solar EPC | No disclosed related-party transactions with these entities in SUNE filings; low direct conflict based on available disclosures |
Expertise & Qualifications
- Strategic M&A and corporate development leadership (3M Chief Strategy Officer and Head of Global M&A, 2000–2013) .
- Public company governance experience (CSI/Pineapple—Executive Chairman/CEO; audit/compensation/governance committee service) .
- Education: The University of Manchester .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Stock | Basis/Date |
|---|---|---|---|
| Roger H.D. Lacey | 2,020 | <1% (asterisk) | As of record date February 27, 2025; outstanding voting stock 4,793,587 (Common + 1 Series D preferred on as-converted basis) |
- Vested vs. unvested: Not disclosed for directors; options/exercisability: not disclosed .
- Pledging/hedging: No pledging disclosures for Lacey in provided filings .
- Ownership guidelines: Not disclosed; compliance status: not disclosed .
Governance Assessment
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Positives:
- Board committees comprised solely of independent directors, with designated financial expert on Audit & Finance; regular executive sessions—signals functional oversight .
- Documented high meeting cadence and attendance (21 meetings; ≥75% attendance for all directors); Lacey attended annual meeting .
- Related-party debt governance includes certification that SUNE’s CEO/CFO (holders) did not participate in the approving vote for the seller notes—mitigates conflict risk; instruments executed by Lacey as Chair .
-
Risks and red flags:
- Going concern language and material weaknesses in internal control over financial reporting, which can undermine board effectiveness and investor confidence .
- Anti-takeover provisions (classified board, limits on special meetings, authorized but unissued shares) that may entrench incumbents; requires robust independent oversight to counterbalance .
- Ownership alignment is low for Lacey (<1%); equity program was constrained in 2024 due to share availability, reducing at-risk pay and skin-in-the-game signals .
- Committee leadership concentrated in other independent directors; Lacey as non-committee Board Chair places emphasis on strategic and governance leadership rather than technical committee oversight .
-
Watch items:
- Clarity on Lacey’s formal independence designation not explicitly stated; confirm in next annual proxy/board matrix .
- Restoration of director equity awards under the 2022 Equity Incentive Plan to reinforce alignment when share capacity permits .
- Ongoing remediation of ICFR material weaknesses and progress on ERP implementation .
Director Compensation (Structure Summary for Context)
| Item | Policy/Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $30,000 (paid quarterly) |
| Committee chair additional cash retainer | $7,500 per committee chair |
| Committee membership fee | $5,000 per committee (excluding chair) |
| Chair of the Board additional cash retainer | $15,000 |
| Annual RSU eligibility (non-employee directors) | Up to $36,000 value; not granted in 2024 due to share constraints |
2024 actuals for Lacey: $45,000 cash fees; $8,850 stock awards recorded (reflects delayed 2023 RSU grant made early 2024 per disclosure) .
Related Party Transactions and Conflicts
- SUNation acquisition notes: Long-Term Note to sellers (including SUNE executives) with subordination and consent requirements; company certified that CEO/CFO did not vote on approval; Lacey signed instruments for SUNE as Chair, indicating oversight role rather than holder status .
All citations: .