Joan Conley

About Joan Conley

Joan C. Conley, 68, is an independent director of Tigo Energy (TYGO) and has served on the Board since the May 23, 2023 Business Combination; she previously served on Legacy Tigo’s board since June 2021. Conley is Senior Advisor on Corporate Governance & ESG Programs at Nasdaq, Inc. (since January 2021), after a 22‑year tenure as Nasdaq’s Senior Vice President and Corporate Secretary overseeing global governance, ethics, and compliance; earlier she spent 16 years at NASD/FINRA in leadership roles in Compensation and Benefits and as VP of Human Resources. She holds a BA from Dominican University and an MS from Loyola University Chicago .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee. Current committee chairs: Audit—Stanley Stern; Compensation—Michael Splinter; Nominating—Joan Conley .
• Independence: Board affirmatively determined Conley is independent under Nasdaq rules, including for Audit and Compensation Committee service .
• Attendance: In fiscal 2024, the Board met 10 times; Audit 6; Compensation 4; Nominating 1; no director attended fewer than 75% of Board/committee meetings. All directors attended the 2024 annual meeting .
• Executive sessions: Board and committees regularly meet in executive session without management .

Fixed Compensation

• Structure: Independent Director Compensation Program—cash board retainer $60,000; committee chair retainers: Audit $20,000; Compensation $15,000; Nominating $10,000; Non‑employee chair retainer $20,000; Lead independent director retainer $20,000 .
• Equity program: Annual RSU grant valued at $125,000; vests in full immediately prior to the next annual meeting; Initial RSU grant $187,500; vests on first anniversary .

Notes: RSU grant-date fair values under ASC 718; RSUs vest immediately prior to the annual meeting; Conley’s higher cash reflects Nominating Committee chair fee .

Performance Compensation

• Non-employee director compensation is time-based RSUs; no disclosed performance-based metrics, PSUs, or options tied to director performance .

Other Directorships & Interlocks

• Current public company directorships disclosed: none. Prior: EJF Acquisition Corp. (Lead Independent Director) until de-SPAC with Pagaya in July 2022 .
• Interlocks: None disclosed involving Conley; Board independence review noted Splinter’s step‑son employed at Tigo, but independence maintained for Splinter; no issues noted for Conley .

Expertise & Qualifications

• Governance, ethics, compliance leadership in public markets; human capital management; corporate governance program design and oversight .
• Financial literacy for Audit Committee service; board determined Audit members (including Conley) financially literate under Nasdaq rules .

Equity Ownership

• Beneficial ownership as of March 24, 2025: 224,881 shares; less than 1% of outstanding shares (61,913,939). Composition: 16,304 common shares; 101,626 RSUs; 106,951 stock options (right to acquire within 60 days counted under SEC rules) .
• Stock ownership guidelines: Non-employee directors must hold stock equal to 2x annual cash retainer; 5-year compliance period. As of April 1, 2025, all directors either met the requirement or were within the grace period .
• Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors .

Additional Quantitative Signals

Governance Assessment

• Positives:

  • Independent director with deep governance and compliance expertise; chairs Nominating & Corporate Governance, serving on Audit and Compensation; meets Nasdaq independence standards for committee service .
  • Strong shareholder support in 2025 director election, indicating investor confidence in board composition and Conley’s role .
  • Attendance and engagement appear robust with no attendance shortfalls in FY2024; board and committees utilize executive sessions .
  • Ownership alignment strengthened by stock ownership guidelines and strict anti-hedging/pledging policy .

• Watch items:

  • Company conducted a stock option exchange in Nov–Dec 2024 (employees and directors participated), a practice that can draw scrutiny if directors materially benefit; no participation by Conley is disclosed, but oversight falls under Compensation Committee (of which Conley is a member) .
  • Committee fees and RSU grants are standard; absence of performance-based director equity reduces incentive alignment with long-term TSR vs peers, though standard for many small/mid-cap issuers .

• Conflicts/Related Parties:

  • No related-party transactions disclosed involving Conley; Board maintains policy on related person transactions; independence determination for Conley affirmed .

• Compensation Committee Practices:

  • Compensation Committee (including Conley) did not engage a compensation consultant in FY2024; retains authority to set executive/director pay and oversee equity plans .