Bill Roeschlein
About Bill Roeschlein
Bill Roeschlein is the Chief Financial Officer (CFO) of Tigo Energy (TYGO). He is 55 years old, holds a B.A. from UCLA, an M.B.A. from Cornell University, and is a licensed CPA in California . He has served as Tigo’s CFO since the SPAC Business Combination closed on May 23, 2023, after previously serving as Legacy Tigo’s CFO since June 2022 . Tigo’s executive incentive design explicitly ties annual bonuses to revenue and Adjusted EBITDA performance, evidencing pay-for-performance orientation; Mr. Roeschlein’s target bonus is set as a percentage of base salary per his amended employment agreement (75% for CFO), and FY2025 STI metrics are weighted 37.5% revenue, 37.5% Adjusted EBITDA, and 25% individual goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tigo Energy (Legacy Tigo) | Chief Financial Officer | Jun 2022–May 2023 | Led finance through SPAC closing and public listing |
| Nanosys Inc. | Chief Financial Officer | Jun 2021–Jun 2022 | Public-company CFO experience |
| Perceptron, Inc. | Chief Financial Officer; Acquisition Integration Advisor | Jan 2020–Jun 2021; Jun–Dec 2021 | CFO and post-deal integration execution |
| Intermolecular, Inc. | VP Finance; Chief Financial Officer | Aug 2015–Dec 2019 | Public-company CFO; finance leadership |
External Roles
No public-company board roles or external directorships are disclosed for Mr. Roeschlein in the company’s proxy and executive officer section .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 354,861 | 379,139 (raised from $364,000 to $400,000 in Jul 2024) |
| Bonus ($) | 125,000 | — (no discretionary/annual incentive bonuses for FY2024) |
| All Other Compensation ($) | 552 | 17,032 |
| Total ($) | 2,722,810 | 1,235,340 |
Notes:
- FY2024 salary increase: from $364,000 to $400,000 effective July 2024 .
- No FY2024 discretionary or annual incentive bonuses paid to NEOs .
Performance Compensation
Annual Incentive (Short-Term Incentive, FY2025)
| Component | Weighting | Target | Actual | Payout Scale | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 37.5% | Company-set (not disclosed) | TBD (post-FY) | 75% threshold, 100% target, 150% max | Determined after year-end; bonuses capped by positive Adjusted EBITDA unless overridden |
| Adjusted EBITDA | 37.5% | Company-set (not disclosed) | TBD | 75% threshold, 100% target, 150% max | Same as above |
| Individual Objectives | 25% | Set by CEO (for CFO) | TBD | 0–100% achievement | Same as above |
Target bonus opportunity equals a percentage of base salary defined in the amended employment agreement; for CFO this percentage is 75% .
Equity Awards (Long-Term Incentives)
| Award Type | Grant Date | Shares/Units | Terms | Valuation/Strike | Status at 12/31/2024 |
|---|---|---|---|---|---|
| RSU (fully vested) | Mar 4, 2024 | 63,883 | Fully vested on grant | Grant date fair value $1.33 per share | Vested |
| RSU | Sep 16, 2024 | 177,776 | Vests 1/3 on each of first 3 anniversaries | Grant date fair value $1.60 per share | Unvested 177,776; MV $175,109 (at $0.99) |
| PSU (max) | Sep 16, 2024 | Up to 355,552 | One-third eligible to vest each calendar year 2025/2026/2027; 50% Revenue and 50% Adjusted EBITDA; linear interpolation 50%–200% | — | Unearned shares shown as 88,888; MV $87,555 (minimum assumption) |
| Options | Sep 16, 2024 | 276,923 | Vest 1/48 monthly through Sep 2028 | $1.60 strike; expire Sep 15, 2034 | 17,308 exercisable; 259,615 unexercisable |
| Options (Option Exchange) | Dec 10, 2024 | 29,652 acquired; 118,904 surrendered (company-wide program) | Replacement options under exchange | $0.90 strike | 10,502 exercisable; 19,150 unexercisable |
| Options (legacy) | Jun 27, 2022 | 93,340 (60,286 exercisable; 33,054 unexercisable) | Vest monthly through Jun 2026 | $2.57 strike; expire Jun 26, 2032 | Mix of exercisable/unexercisable |
Additional PSU definition: Adjusted EBITDA excludes stock-based comp, M&A expenses and certain non-recurring items; for the first Performance Period (2025), Adjusted EBITDA excludes inventory impairment charges .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 214,486 shares/derivatives (less than 1%) |
| Ownership Breakdown | 45,746 shares of Common Stock; 168,740 shares underlying stock options |
| Shares Outstanding (Record Date) | 61,913,939 shares (Mar 24, 2025) |
| Stock Ownership Guidelines | CFO required to hold Common Stock worth 3x base salary; 5-year compliance window; retain 100% of net shares until compliant |
| Hedging/Pledging Policy | Prohibits hedging, monetization, margin accounts, or pledging of company securities |
| Clawback Policy | Applies to current/former executive officers; recovery of excess incentive compensation (cash/equity, including vested/unvested equity) upon restatement, 3-year lookback from determination date |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | CIC (Double Trigger) |
|---|---|---|
| Base Salary Continuation | 12 months | 18 months |
| Prior-Year Bonus (if unpaid) | Pay prior-year bonus if not paid | Pay prior-year bonus if not paid |
| Current-Year Bonus | Pro-rated target based on days employed | Greater of target % of base (75% for CFO) or actual annual bonus determined by Board for year of termination |
| Healthcare Continuation | Company-subsidized up to 12 months | Company-subsidized up to 18 months |
| Restrictive Covenants | Confidentiality, IP assignment, post-employment non-solicitation | |
| Trigger Definition | Termination without “cause” or resignation for “good reason”; CIC benefits require connection to change in control (double-trigger) |
Investment Implications
- Pay-for-performance: FY2025 STI bonus metrics and weightings (revenue and Adjusted EBITDA) plus multi-year PSUs tied to the same drivers indicate strong linkage of variable pay to P&L execution; target bonus set at 75% of base salary for CFO per the amended agreement .
- Alignment and risk controls: Ownership guidelines (3x salary), anti-hedging/pledging policy, and Nasdaq-compliant clawback policy enhance alignment and mitigate governance risks .
- Equity overhang timing: Key vesting windows include the RSU anniversaries of the Sep 16, 2024 grant (2025, 2026, 2027), monthly option vesting through Sep 2028, and PSU performance determinations for 2025–2027; investors should monitor these dates for potential insider trading windows under company policy .
- Option exchange program: The November–December 2024 option exchange (cancellation and replacement with new options at $0.90) reflects active management of underwater options; this is a notable compensation modification to track for dilution and incentive effectiveness .
CFO tenure began at SPAC closing on May 23, 2023; FY2024 contained no annual cash incentive payout for NEOs, with retention/equity grants and 2025 STI reinstatement indicating a transition from discretionary cash to formulaic, performance-based incentives **[1855447_0000950170-24-034765_tygo-20231231.htm:120]** **[1855447_0000950170-25-051108_tygo-20250404.htm:31]** **[1855447_0000950170-25-051108_tygo-20250404.htm:33]** **[1855447_0000950170-25-051108_tygo-20250404.htm:32]**.