Stanley Stern
About Stanley Stern
Stanley Stern, 68, is an independent director of Tigo Energy (TYGO), serving since the Business Combination closing (TYGO’s directors joined the Board on May 23, 2023) and previously on Legacy Tigo’s board since 2015; he is Managing Partner of Alnitak Capital (founded 2013) and brings extensive investment banking experience, including senior roles at Oppenheimer & Co. (1981–2000; 2004–2013) . He serves as Audit Committee Chair and is designated an “Audit Committee financial expert,” reflecting deep financial and accounting expertise; he is also a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer & Co. | Managing Director; Head of Investment Banking (Technology, Israeli Banking, FIG) | 1981–2000; 2004–2013 | Led investment banking coverage; capital markets and strategic advisory expertise |
| Salomon Brothers | Various positions | N/D | Investment banking experience |
| STI Ventures | Various positions | N/D | Venture/strategic role |
| C.E. Unterberg | Various positions | N/D | Investment banking experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Alnitak Capital | Founder & Managing Partner | 2013 | Merchant bank/strategic advisory; focus on technology, healthcare, alternative energy |
| AudioCodes (AUDC) | Director | 2021 | Public company directorship |
| Ormat Technologies (ORA) | Director | Nov 2015 | Public company directorship |
| Radware (RDWR) | Director | Sep 2020 | Public company directorship |
| Prior: Ekso Bionics (EKSO) | Director | 2015–2023 | Prior public board |
| Prior: Tucows | Chairman | N/D | Prior public board chair role |
| Prior: Polypid; Odimo; SodaStream (sold to PepsiCo 2018); Given Imaging (sold to Medtronic); Fundtech (sold) | Director | N/D | Prior public board roles through acquisitions |
Board Governance
- Committee assignments (2025 proxy): Audit Committee Chair; Compensation Committee member; not on Nominating & Corporate Governance .
- Independence: Board determined Stern is independent under Nasdaq Rules, including for Audit and Compensation Committee service .
- Financial expertise: Board designated Stern an “Audit Committee financial expert” and financially literate; meets Nasdaq financial sophistication requirement .
- Meetings and attendance: In 2024, Board met 10 times; Audit 6; Compensation 4; Nominating 1; no incumbent director attended <75% of applicable meetings; all directors attended the 2024 annual meeting .
- Audit Committee Report: As Audit Chair, Stern co-signed the report recommending inclusion of audited FY2024 financials in the 10-K and overseeing auditor independence .
| Committee (2024) | Role | Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 6 | Charter on website; scope includes auditor oversight, financial reporting, internal controls, and whistleblower procedures |
| Compensation | Member | 4 | Independent members; responsible for executive and director comp; no consultant engaged in 2024 |
| Nominating & Corporate Governance | N/A | 1 | Independent membership; board composition and governance oversight |
Fixed Compensation
- Program construct (effective June 2023): $60,000 annual cash board retainer; committee chair retainers: Audit $20,000, Compensation $15,000, Nominating $10,000; non-employee chair retainer $20,000; lead independent director retainer $20,000 .
- Stern’s 2024 director compensation: cash fees $80,000 (consistent with $60,000 board retainer + $20,000 Audit Chair retainer per program); stock awards $125,000; total $205,000 .
- 2023 director compensation: cash $49,061; stock awards $187,496; total $236,557 .
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 49,061 | 187,496 | 236,557 |
| 2024 | 80,000 | 125,000 | 205,000 |
Performance Compensation
- Annual equity grant to non-employee directors: RSUs valued at $125,000; vest in full immediately prior to the next annual meeting following grant .
- Initial equity grant (at appointment): RSUs valued at $187,500; vest on first anniversary of grant .
- No performance-vested metrics are disclosed for director equity; RSUs vest based on time served .
| Equity Element | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs ($125k) | 2024 grant on May 21, 2024 | Vests in full immediately prior to the next annual meeting | None disclosed; time-based vesting |
| Initial RSUs ($187.5k) | 2023 grant on Aug 11, 2023 | Vests on first anniversary | None disclosed; time-based vesting |
Company-level note: In Nov 2024, TYGO conducted an option exchange program for eligible employees and directors, exchanging underwater options for fewer new options; 21 employees and directors participated. Named executive participation is disclosed; director-specific participation (including Stern) is not enumerated in the proxy .
Other Directorships & Interlocks
| Company | Sector | Role | Since | Interlock/Notes |
|---|---|---|---|---|
| AudioCodes (AUDC) | Communications tech | Director | 2021 | Current public board |
| Ormat Technologies (ORA) | Geothermal/renewable energy | Director | Nov 2015 | Current public board |
| Radware (RDWR) | Cybersecurity | Director | Sep 2020 | Current public board |
| Multiple prior boards | Various | Director/Chair | N/D | SodaStream, Given Imaging, Fundtech through sales; Tucows Chair |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under Nasdaq rules .
- Strategic and capital markets expertise from decades in investment banking (Oppenheimer, Salomon Brothers; venture roles) .
- Public company governance experience across multiple technology and energy companies .
Equity Ownership
- Beneficial ownership (as of March 24, 2025): 413,446 shares; less than 1% of outstanding shares (61,913,939) .
- Composition per proxy footnotes: (i) 185,422 shares of Common Stock; (ii) 101,626 shares underlying RSUs; and (iii) 126,398 shares “underlying RSUs” (as described in footnote) .
- Outstanding awards as of Dec 31, 2024 (non-employee directors): 101,626 RSUs unvested; 126,009 options outstanding for Stern .
- Hedging/pledging: Company policy prohibits directors from hedging, monetization transactions, holding securities in margin accounts, or pledging company stock as collateral .
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 413,446 shares; <1% |
| Breakdown (per footnote) | 185,422 common; 101,626 RSUs; 126,398 “underlying RSUs” (as stated) |
| Unvested RSUs at 12/31/2024 | 101,626 units |
| Options outstanding at 12/31/2024 | 126,009 options |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
Strengths and positive signals
- Independence and committee leadership: Stern is an independent director, chairs Audit, and serves on Compensation; designated an Audit Committee financial expert, enhancing oversight of reporting and controls .
- Engagement: Board and committees were active in 2024; proxy reports no incumbent director fell below the 75% attendance threshold and all directors attended the 2024 annual meeting .
- Compensation alignment: Director pay uses a standard mix of cash retainer and time-based RSUs; Stern’s cash matches board + audit chair retainers under the disclosed program, indicating role-based alignment .
Watch items and potential risks
- Multiple external public directorships: Stern currently serves on three other public company boards (AudioCodes, Ormat, Radware); some investors monitor aggregate board commitments from an effectiveness standpoint, though no TYGO-specific attendance shortfall is disclosed .
- Company-level option exchange: TYGO’s Nov 2024 option exchange included eligible directors, a practice some investors scrutinize as a “repricing” signal; the proxy does not specify whether Stern personally participated .
- Board leadership structure: TYGO combines CEO and Chair roles; while the Board holds regular executive sessions, some investors prefer an independent chair or designated lead independent director; no such designation is disclosed in the cited sections .
Compliance, policies, and conflicts
- Hedging/pledging ban and insider trading controls are in force for directors, reducing alignment risk from collateral pledges or hedging .
- Related person transactions policy exists; independence affirmations for Stern include committee service eligibility under SEC and Nasdaq rules .
Fixed Compensation (Detail)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $60,000/year | Independent Director Program |
| Audit Chair retainer | $20,000/year | Committee chair retainer |
| Committee member fees | — | Not specified beyond chair retainers |
| Meeting fees | — | Not disclosed |
Performance Compensation (Detail)
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs | $125,000 | Vests in full prior to next annual meeting | Time-based; 2024 annual RSUs granted May 21, 2024 |
| Initial RSUs | $187,500 | Vests on first anniversary | For initial appointment; 2023 grant Aug 11, 2023 |
| Options (legacy) | N/D | N/D | Director-level option counts disclosed; terms not itemized in director section |
Audit Committee Report signatory: “Submitted by the Audit Committee” (Stern, Chair; Babai; Conley) for FY2024 audited financials .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | AudioCodes (since 2021), Ormat (since 2015), Radware (since 2020) |
| Prior public boards | Ekso Bionics (2015–2023); Tucows (Chairman); Polypid; Odimo; SodaStream (sold 2018); Given Imaging (sold); Fundtech (sold) |
Expertise & Qualifications
- Investment banking leadership across technology and financial sectors; strategic planning and capital markets acumen .
- Audit Committee financial expert designation; financial literacy under Nasdaq rules .
Equity Ownership
(See table above.) Beneficial ownership is less than 1%; composition includes common shares, RSUs, and additional shares described in the proxy footnote; company prohibits pledging/hedging .
Governance Assessment
- Overall, Stern’s independence, audit chairmanship, and financial expertise support board effectiveness and investor confidence; attendance disclosures and policy prohibitions on hedging/pledging further mitigate governance risk .
- Monitoring points include aggregate external board commitments, the company’s 2024 option exchange program that included directors (participation not specified for Stern), and the combined CEO/Chair structure, which could be balanced by continued robust committee oversight and executive sessions .