Michael Splinter
About Michael Splinter
Michael R. Splinter, 74, is an independent director of Tigo Energy and has served on the Board since the May 23, 2023 Business Combination; he previously served on Legacy Tigo’s Board since November 2013 . He is the former Executive Chairman (2009–2015) and CEO (2003–2013) of Applied Materials and a 40-year semiconductor industry veteran, including 20 years as an executive at Intel; his board credentials emphasize governance at global public companies and expertise in management development, compensation, and succession planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Materials | Chief Executive Officer | 2003–2013 | Led global technology business; experience cited by Tigo as core qualification |
| Applied Materials | Executive Chairman | 2009–2015 | Board leadership through transition and oversight |
| Intel Corporation | Executive roles | ~20 years prior to 2003 | Deep semiconductor operating experience |
| Tigo Energy (Legacy Tigo) | Director | Since Nov 2013 | Continuity into public company board |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Nasdaq, Inc. (NDAQ) | Director; Chairman (2017–2022) | Director since 2008 | Longstanding exchange governance leadership |
| Taiwan Semiconductor Manufacturing Company (TSM) | Director | Since 2015 | Global semiconductor governance experience |
| Gogoro Inc. (GGR) | Director | Since 2018 | Mobility/energy ecosystem exposure |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board affirmatively determined Splinter is independent under Nasdaq rules; the Board considered that his step‑son is a Tigo employee and still determined independence for Board and committee service . |
| Committee assignments | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) . |
| Meeting cadence & attendance | FY2024: Board (10), Audit (6), Compensation (4), Nominating & Governance (1); no incumbent director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting . |
| Executive sessions | Board and each standing committee regularly meet in executive session without management present . |
| Board leadership | CEO and Chairman roles are combined (Zvi Alon); Board cites flexibility and information flow benefits . |
Fixed Compensation
| Component | Program Terms | 2024 Amounts – Splinter |
|---|---|---|
| Annual cash retainer | $60,000 per year (paid semi-annually) | $0 cash; Splinter elected to receive all cash retainer in Common Stock |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $10,000 | Included in equity election (cash retainer taken in stock) |
| Non-employee chair retainer | $20,000 (if applicable) | Not applicable to Splinter |
| Annual equity grant | RSUs valued at $125,000; vest in full immediately prior to next annual meeting | Stock awards (grant-date fair value) $229,005 total for 2024 |
| Initial equity grant | RSUs valued at $187,500; vest on first anniversary of grant | N/A in 2024 (initial grants tied to onboarding timing) |
Year-over-year: 2023 total $233,490 (cash $45,994; stock $187,496); 2024 total $229,005 (cash $0; stock $229,005) — reflects shift of cash retainer into stock, increasing equity mix .
Performance Compensation
| Element | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Time-based RSUs for directors | None disclosed for directors (no performance linkage) | Annual RSUs vest in full immediately prior to next annual meeting |
| Options (legacy) | Options outstanding from prior grants | None disclosed for directors (not performance-based) | Per original award agreements (not restated in proxy) |
Note: Tigo’s executive STI and PSU metrics (Revenue and Adjusted EBITDA) apply to executives, not to non‑employee directors .
Other Directorships & Interlocks
| Entity | Overlap/Interlock with TYGO customers/suppliers | Notes |
|---|---|---|
| Nasdaq, Inc. (NDAQ) | Not disclosed | Public markets governance; no TYGO related‑party transaction disclosed |
| TSMC (TSM) | Not disclosed | Semiconductor manufacturing; no TYGO related‑party transaction disclosed |
| Gogoro (GGR) | Not disclosed | Energy/mobility; no TYGO related‑party transaction disclosed |
Expertise & Qualifications
- Experience leading complex global technology businesses; deep governance background at Nasdaq-listed companies; expertise in management development, compensation, and succession planning cited by the Board .
- Independent Compensation Committee Chair with responsibility for reviewing executive/director pay, incentive plans, and consultant oversight; Committee did not engage a compensation consultant in 2024 .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 1,614,000 shares (2.6% of outstanding) as of March 24, 2025 (61,913,939 shares outstanding) . |
| Outstanding director equity (12/31/2024) | Unvested RSUs: 101,626; Options outstanding: 44,337 . |
| Stock ownership guidelines | Non‑employee directors: 2x annual cash retainer; 5‑year compliance window; until met, 100% of net shares from equity awards must be retained; as of April 1, 2025, all directors either met or are within grace period . |
| Hedging/pledging | Hedging, monetization, margin accounts, and pledging of Company securities are prohibited by policy . |
| Pledges disclosed | None disclosed for Splinter . |
Insider Trades (as disclosed)
| Date | Transaction | Shares | Source/Note |
|---|---|---|---|
| Nov 23, 2024 | Acquisition of Common Stock | 40,279 | Reported on a late Form 4 filed Dec 16, 2024; one of several Section 16(a) late reports in FY2024 . |
Related-Party Exposure and Conflicts
- Step‑family employment: Archie Roboostoff, Tigo’s Vice President of Software, is Splinter’s step‑son; he has been employed since Feb 2021 and received $288,717 (2024) and $348,687 (2023) in compensation; the Board considered this and still affirmed Splinter’s independence, including for committee service .
- No other Splinter-related party transactions are disclosed in the proxy .
Governance Assessment
Strengths
- Independent director; Chair of the Compensation Committee and member of Nominating & Governance, aligning his skillset with board oversight of pay, succession, and governance .
- Strong alignment: elected to receive all cash retainers in stock; director ownership guidelines in place; hedging/pledging prohibited .
- Attendance/engagement: no incumbent director fell below 75% attendance; all directors attended the 2024 annual meeting; Board and committees meet in regular executive session .
Risks and potential red flags
- Related‑party optics: step‑son in a senior role could raise perceived conflict risk; mitigated by disclosure and the Board’s independence determination, but worth monitoring for decisions affecting software leadership/compensation .
- Workload considerations: concurrently serves on three other public company boards (NDAQ, TSM, GGR); while no attendance issues were disclosed at TYGO, multi‑board service can raise investor scrutiny on capacity .
- Structural oversight: combined CEO/Chair role at TYGO concentrates authority; independent committee leadership and executive sessions partially mitigate .
- Compliance note: a late Form 4 filing in 2024 for Splinter (and others) indicates minor Section 16(a) timeliness exceptions; not uncommon post‑listing but merits process vigilance .