James (JD) Dillon
About James (JD) Dillon
James (JD) Dillon, age 53 as of April 4, 2025, is Chief Marketing Officer (CMO) of Tigo Energy, Inc. and has served as CMO since the Business Combination; he previously served as CMO of Legacy Tigo since November 2020 and, prior to that, was Vice President of Marketing & Pricing at Enphase Energy from July 2017 to October 2020 . His compensation is tied to company performance with metrics centered on revenue and Adjusted EBITDA via a 2025 short-term incentive plan and 2024 PSU grants, aligning pay with value creation drivers relevant to investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tigo Energy, Inc. (post-Business Combination) | Chief Marketing Officer | Since May 23, 2023 | Leads marketing; prior functional leadership has impacted pricing, new product introduction, customer experience, and communications . |
| Legacy Tigo | Chief Marketing Officer | Nov 2020–May 23, 2023 | Led marketing across solar ecosystem; functional leadership in pricing, NPI, CX, communications . |
| Enphase Energy | VP, Marketing & Pricing | Jul 2017–Oct 2020 | Pricing and go-to-market for solar microinverters; drove product and customer experience initiatives . |
| Various (U.S. Armed Forces; semiconductors; SSD; solar inverters/batteries) | Leadership | Not disclosed | Experience base spanning multiple technologies and industries . |
External Roles
No public company board roles or external directorships disclosed for Dillon .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $250,571 | $257,024 |
| Discretionary/Annual Bonus ($) | $100,000 discretionary (Jan 2023) | $0; no discretionary or annual incentive bonuses awarded for 2024 |
| All Other Compensation ($) | $547 | $10,833 (401k match, life/health premiums) |
Notes:
- 2024: Company did not award STI cash bonuses to NEOs; no discretionary bonuses paid .
- Target bonus % for Dillon is not disclosed; STI program structure for 2025 is described below .
Performance Compensation
2025 Short-Term Incentive (STI) Plan Structure
| Metric | Weighting | Target / Thresholds | Payout Range | Notes |
|---|---|---|---|---|
| Revenue | 37.5% | Targets set by Committee; threshold 75% of target required for payout | 75%–150% of target component | Aggregate bonus capped by positive Adjusted EBITDA for year unless otherwise determined . |
| Adjusted EBITDA | 37.5% | Targets set by Committee; threshold 75% of target required for payout | 75%–150% of target component | Defined as operating income adjusted for specified items . |
| Individual Objectives | 25% | Assessed 0–100% | 0%–100% of component | CEO sets objectives for executives other than CEO . |
Targets and actual performance outcomes for 2025 are not disclosed yet; payouts determined after fiscal year end .
2024 Performance Stock Units (PSUs) – Grant Structure
| Grant Date | Dillon PSUs (at Max) | Annual Performance Periods | Metric Weighting | Vesting Mechanics |
|---|---|---|---|---|
| Sept 16, 2024 | Up to 142,792 PSUs | FY2025, FY2026, FY2027 | 50% Revenue / 50% Adjusted EBITDA, linear interpolation 50%–200% of target | One-third eligible each year; vests based on achievement at end of each performance period . |
Accounting fair value reflects probability at grant; company did not deem criteria probable at grant, so no value in Stock Awards column for PSUs .
2024 Time-Based Equity Grants
| Grant Type | Grant Date | Shares Granted to Dillon | Vesting |
|---|---|---|---|
| Fully vested RSUs | Mar 4, 2024 | 30,072 | Fully vested at grant . |
| RSUs | Sept 16, 2024 | 71,396 | One-third on each of first three anniversaries of grant date, service-based . |
| Stock Options | Sept 16, 2024 | 111,213 | 1/48 monthly vest from 9/16/2024 through 9/2028; $1.60 exercise price . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Total Beneficial Shares | Composition | % of Common |
|---|---|---|---|
| James (JD) Dillon | 158,990 | 22,900 Common Shares; 136,090 shares underlying stock options | Less than 1% |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| Options (exercisable) | Feb 25, 2021 | 93,340 | $0.69 exercise; expires 2/24/2031 . |
| Options (exercisable/unexercisable) | Jun 23, 2022 | 6,030 exercisable; 3,304 unexercisable | $2.57 exercise; expires 6/22/2032; monthly vest through Jun 2026 . |
| Options (exercisable/unexercisable) | Sept 16, 2024 | 6,951 exercisable; 104,262 unexercisable | $1.60 exercise; expires 9/15/2034; 1/48 monthly vest through Sep 2028 . |
| Options (Option Exchange replacement) | Dec 10, 2024 | 6,001 exercisable; 10,943 unexercisable | $0.90 exercise; expires 8/10/2033; exchanged from $11.50 options (67,945 surrendered → 16,944 new) . |
| RSUs (unvested) | Aug 11, 2023 | 28,985; market value $28,550 as of 12/31/2024 | One-third vest annually over 3 years . |
| RSUs (unvested) | Sept 16, 2024 | 71,396; market value $70,325 as of 12/31/2024 | One-third vest annually over 3 years . |
| PSUs (minimum assumed) | Sept 16, 2024 | 35,698 (50% of target assumed for table); market value $35,163 as of 12/31/2024 | Three annual performance periods FY2025–FY2027; 50% Revenue / 50% Adjusted EBITDA . |
Stock Ownership Policy and Practices:
- Stock ownership guidelines: executives other than CEO/CFO must hold Tigo stock worth two times annual base salary, with a 5-year compliance window; until reaching guideline, net shares from equity must be retained 100% . As of April 1, 2025, all current executive officers had met the requirement or were within the compliance grace period .
- Hedging/pledging: directors, officers, and employees are prohibited from hedging, holding in margin accounts, or pledging company securities .
- Clawback: Nasdaq-compliant clawback policy applies to current and former executive officers; recovery of excess incentive compensation (cash or equity, including vested) following required restatement for three prior completed fiscal years .
Employment Terms
- Offer of employment: Dillon’s offer provides base salary and customary confidentiality/IP assignment provisions; no specific severance or change-in-control multiples disclosed for Dillon (CEO/CFO agreements detail severance, but Dillon’s terms are limited to offer letter as disclosed) .
- Non-compete/non-solicit: restrictive covenants are disclosed for CEO/CFO employment agreements; Dillon’s offer letter disclosure does not specify such terms .
- Benefits: participates in company-wide benefits (medical, dental, vision, life, disability); 401(k) plan with matching implemented effective January 1, 2024 (100% match up to 3% and 50% on next 2%, immediate vesting) .
Compensation Structure Analysis
- Year-over-year mix: Dillon’s reported equity grants declined from 2023 to 2024 (Stock Awards $499,997 → $154,229; Option Awards $781,368 → $193,190), with no cash bonus paid in 2024, indicating a shift to service-based RSUs/options and performance-based PSUs to emphasize long-term alignment .
- Option exchange: Executives (including Dillon) participated in a November–December 2024 option exchange replacing underwater $11.50 options with fewer $0.90 options; no incremental fair value recorded under ASC 718 (still a notable modification event) .
- Peer group and benchmarking: The Compensation Committee engaged Mercer in 2023 to develop an executive compensation peer group and assess competitive cash/equity levels (specific peer roster/target percentile not disclosed) .
- Governance protections: Robust clawback and anti-hedging/pledging policies; stock ownership guidelines require meaningful “skin in the game” .
Risk Indicators & Red Flags
- Option exchange of underwater grants (reprice-exchange): Company-wide program; Dillon exchanged 67,945 options at $11.50 for 16,944 options at $0.90—often flagged by investors as a compensation risk, though here recorded without incremental fair value .
- Section 16(a) compliance: Dillon had one late Form 4 filing on December 23, 2024 related to the option exchange .
- Related party transactions: No related party transactions disclosed involving Dillon .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay applicability: As an emerging growth company (EGC), Tigo indicated mandatory say-on-pay voting requirements will apply when it ceases to be an EGC, explaining absence of say-on-pay items in recent proxies .
Investment Implications
- Alignment: Dillon’s package is increasingly equity-heavy with multi-year RSUs and PSUs tied 50/50 to revenue and Adjusted EBITDA, supporting pay-for-performance alignment and retention through service-based vesting .
- Near-term vesting/selling pressure: Monthly option vesting through September 2028 and RSU tranches vesting on each of the first three grant anniversaries may create periodic liquidity events; anti-hedging/pledging rules mitigate misalignment risk .
- Performance leverage: The STI and PSU frameworks leverage core financial outcomes (revenue, Adjusted EBITDA) with threshold and maximum payout mechanics; investor exposure is to execution against these drivers rather than TSR, which isn’t a stated metric in disclosed plans .
- Governance comfort: Clawback coverage over three prior fiscal years and stock ownership guidelines enhance accountability and alignment; absence of disclosed severance/change-in-control multiples for Dillon reduces parachute risk compared to CEO/CFO .
- Watchlist item: The 2024 option exchange (lower strike, fewer shares) is a notable modification event; while accounting-neutral on grant, investors should monitor any future exchanges or special awards that could dilute pay-for-performance integrity .
Note: Attempts to retrieve Form 4 trading data via the insider-trades skill (2024–2025) were unsuccessful due to an authorization error; analysis relies on proxy and SEC filings. Late Section 16 filing related to the option exchange is disclosed in the 2025 proxy **[1855447_0000950170-25-051108_tygo-20250404.htm:18]**.