Tomer Babai
About Tomer Babai
Tomer Babai, 41, is an independent director of Tigo Energy, Inc. (TYGO) and has served on the Board since the Business Combination closing on May 23, 2023; he previously served on Legacy Tigo’s Board since January 2021 . He is a CPA (Israel) with a BA in Accounting & Economics and an MSc in Finance (Cum Laude) from Tel Aviv University, and is a graduate of Harvard Business School’s Program for Leadership Development, with expertise spanning accounting, finance, M&A, and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tigo Energy (Legacy Tigo) | Director | Jan 2021–May 2023 (Legacy Tigo), continuing post-Business Combination | Board oversight, finance/accounting expertise |
| Private consulting firm (advisor to controlling shareholder of Clal Industries Ltd.) | Partner | As of 2023–present | Advises on technology investments; potential interlock with 5% shareholder of TYGO |
| ClalTech | Vice President | 2017–2022 | Growth tech investing; capital markets exposure |
| Clal Industries Ltd. | Senior Analyst | Prior to ClalTech role (dates not specified) | Corporate finance and valuation |
| PwC (PricewaterhouseCoopers) | Senior Consultant (Consulting Services) | Prior to Clal Industries role (dates not specified) | M&A, debt repayment, valuation advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clal Biotechnology Industries (TASE: CBI) | Director | Not disclosed | Public company directorship (Israel) |
| Otoma Ltd | Director | Not disclosed | Tech company governance role |
| Gett | Board Observer | Not disclosed | Information flow/interlock potential |
| Private consulting firm (Clal Industries’ controlling shareholder) | Partner | As of 2023–present | Advisory to controlling shareholder of a TYGO 5% holder (Clal Industries) |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Corporate Governance Committee member; not a committee chair .
- Independence: The Board affirmatively determined Babai is independent under Nasdaq Rules, including for Audit Committee service .
- Attendance and engagement: In fiscal 2024, the Board held 10 meetings; Audit (6), Compensation (4), Nominating (1). No incumbent director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: The Board and its committees meet regularly in executive session without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Paid semi-annually |
| Committee chair retainers | $0 | Audit Chair $20k; Comp Chair $15k; Nominating Chair $10k (Babai is not a chair) |
| Non-employee chair retainer | $0 | Program provides $20k; not applicable to Babai |
| Lead Independent Director retainer | $0 | Program provides $20k; LID not disclosed |
| Meeting fees | Not disclosed | No separate meeting fees disclosed |
| 2024 Director compensation totals | Cash: $60,000; Stock Awards: $125,000; Total: $185,000 | Grant date fair value under ASC 718 |
Performance Compensation
| Metric Type | Structure | Grant/Measurement | Value/Units |
|---|---|---|---|
| RSUs (annual grant) | Time-based; vest in full immediately prior to next annual meeting | Granted May 21, 2024; vest immediately prior to the 2025 Annual Meeting | $125,000 grant-date fair value; 101,626 RSUs outstanding at 12/31/2024 |
| RSUs (initial grant) | Time-based; vest at first anniversary of grant | Program provides $187,500 initial RSUs | Not individually disclosed for Babai in 2024 tables |
| Options | Legacy grants outstanding | As of 12/31/2024 | 32,669 options outstanding (director table); 33,058 options counted for beneficial ownership (within 60 days) |
| Performance metrics (PSUs/TSR/financial goals) | None disclosed for director compensation | N/A | N/A (RSUs are time-based) |
Other Directorships & Interlocks
- Clal Industries Ltd. is a 5%+ TYGO holder (7.2%); Babai advises its controlling shareholder via his consulting partnership, creating a potential information/interlock vector with a significant shareholder .
- Additional roles at CBI (TASE), Otoma, and Gett broaden network influence; committee roles at those entities are not disclosed .
Expertise & Qualifications
- CPA (Israel); BA in Accounting & Economics; MSc in Finance (Cum Laude), Tel Aviv University; HBS Program for Leadership Development .
- Core skills: accounting, finance, M&A, capital markets; Board considers him qualified based on these credentials .
Equity Ownership
| Category | Amount/Detail | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 150,988 | Record Date: Mar 24, 2025 | Less than 1% of outstanding shares |
| Breakdown (beneficial ownership) | 16,304 common; 101,626 RSUs; 33,058 options | Record Date: Mar 24, 2025 | Options within 60 days; RSUs count if settling within 60 days |
| Outstanding equity awards (director table) | 101,626 RSUs; 32,669 options | Dec 31, 2024 | As disclosed in Director awards table |
| Pledging/Hedging | Prohibited for directors, officers, employees | Policy in place | No hedging, margin, or pledging of Company securities |
| Ownership guidelines | 2x annual cash retainer for non-employee directors; 5-year compliance window; retain 100% of net shares until in compliance | Adopted FY2024 | As of Apr 1, 2025, all directors met or were within the grace period |
Governance Assessment
- Strengths:
- Independence affirmed; Audit Committee member with financial literacy; regular executive sessions strengthen oversight .
- Clear director compensation program and ownership guidelines with anti-hedging/pledging policy enhance alignment .
- Watch items / potential conflicts:
- Advisory role to the controlling shareholder of Clal Industries (a 7.2% TYGO holder) presents a potential perceived conflict/interlock; Board deems Babai independent, but investors may scrutinize related-party exposure and influence channels .
- 2025 annual meeting voting showed materially lower support for Babai (33.4M for; 14.36M withheld) relative to peers, signaling investor concern and a potential engagement priority for governance risk mitigation .
- Attendance signals:
- No incumbent director fell below 75% attendance; Babai attended sufficient meetings and the 2024 annual meeting, indicating engagement .
Board Governance
| Attribute | Status | Evidence |
|---|---|---|
| Committees | Audit; Nominating & Corporate Governance | Member; not chair |
| Independence | Independent (Nasdaq Rules) | Affirmative Board determination |
| Attendance | ≥75% of meetings in FY2024 | Board/committee meeting counts disclosed; no director below threshold |
| Executive sessions | Regular without management | Board and committees |
| Audit Committee report | Signed by Stern (Chair), Babai, Conley | FY2024 financials oversight |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 60,000 | 0 | 0 | 60,000 |
Performance Compensation
| Year | RSUs Grant-Date Fair Value ($) | RSUs Units Outstanding | Vesting | Options Outstanding |
|---|---|---|---|---|
| 2024 | 125,000 | 101,626 | Vests in full immediately prior to the next annual meeting (granted May 21, 2024) | 32,669 |
Other Directorships & Interlocks
| Organization | Role | Interlock/Ownership Context |
|---|---|---|
| Clal Industries Ltd. | Advisory via consulting partner | 7.2% TYGO holder; potential influence channel |
| Clal Biotechnology Industries (TASE: CBI) | Director | External public company role |
| Otoma Ltd | Director | External role |
| Gett | Board Observer | External role |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Breakdown |
|---|---|---|---|
| Tomer Babai | 150,988 | * <1% | 16,304 common; 101,626 RSUs; 33,058 options (within 60 days) |
Governance Assessment Summary
- Babai offers strong finance/accounting and M&A credentials and participates in the Audit Committee, supporting board effectiveness .
- RSU-heavy director equity with anti-hedging/pledging and ownership guidelines supports alignment, though equity is time-based (no performance metrics) .
- The advisory relationship tied to Clal Industries (a significant shareholder) and notably lower 2025 “For” votes warrant monitoring for perceived conflicts and investor sentiment; proactive engagement and disclosure around safeguards would help mitigate confidence risks .