Zvi Alon
About Zvi Alon
Zvi Alon, 73, is Chief Executive Officer and Chairman of Tigo Energy (NASDAQ: TYGO). He has served as CEO and Chairman since the May 23, 2023 business combination; previously he was CEO of Legacy Tigo from December 2013 and Chairman from May 2013 . He earlier served as Chairman/CEO/President of NetManage, Inc. (1990–2008) and currently chairs Business Intelligence Associates and the California Israel Chamber of Commerce; he co‑founded California Israel Angels . 2023–2024 financial performance: revenues fell from $145.2M to $54.0M and EBITDA declined from $(3.1)M to $(50.8)M, reflecting a severe industry downturn and inventory-related impacts; see table below (Values retrieved from S&P Global).*
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 145,233,000* | 54,014,000* |
| EBITDA ($) | (3,069,000)* | (50,778,000)* |
Note: In 2025, the Compensation Committee adopted a performance bonus plan weighted to revenue and Adjusted EBITDA, signaling emphasis on restoring profitable growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetManage, Inc. | Chairman, CEO, President | 1990–2008 | Led public software company through growth and sale in 2008 . |
| Legacy Tigo Energy | Chairman; CEO | Chairman since 2013; CEO since 2013 | Drove strategy through SPAC merger into Tigo Energy (2023) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Business Intelligence Associates, Inc. | Chairman | Since 2014 | Governance oversight at private eDiscovery firm . |
| California Israel Chamber of Commerce | Chairman | Since 1995 | Promotes CA–Israel business ties; network influence . |
| California Israel Angels | Co‑Founder | N/A | Early‑stage investment network bridging CA and Israel . |
Board Governance & Service
- Board roles: CEO and Chairman; board retains flexibility to combine roles; board cites benefits to information flow and continuity. Executive sessions held regularly without management .
- Independence: Six of seven directors are independent (Babai, Conley, Manor, Splinter, Stern, Wilson). Alon is not independent due to executive status .
- Committees (Alon serves on none): Audit (Babai, Conley, Stern—Chair), Compensation (Conley, Splinter—Chair, Stern), Nominating & Governance (Babai, Conley—Chair, Splinter) .
- Attendance: 10 board, 6 audit, 4 compensation, 1 nom/gov meetings in 2024; no incumbent director <75% attendance; all directors attended the 2024 annual meeting .
- Hedging/pledging: Company policy prohibits hedging and pledging; reduces alignment risk from collateralized borrowings .
- Director pay: Alon receives no additional compensation for board service .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus ($) | All Other Comp ($) |
|---|---|---|---|---|
| 2024 | 500,000 | 100% of base (per A&R employment agreement) | — (no annual incentive paid for 2024) | 21,236 |
| 2023 | 455,833 | Not disclosed in proxy | 225,000 | 1,236 |
Performance Compensation
Short-Term Incentive (STI) – FY2025 Plan
| Component | Metric | Weighting | Threshold Payout | Target Payout | Max Payout | Notes |
|---|---|---|---|---|---|---|
| Corporate | Revenue | 37.5% | 75% of target | 100% | 150% | No payouts unless at least 75% of both revenue and Adj. EBITDA targets are met; aggregate STI capped by positive Adj. EBITDA unless overridden by Comp Committee/Board . |
| Corporate | Adjusted EBITDA | 37.5% | 75% | 100% | 150% | Adjusted for SBC, M&A costs; excludes 2025 inventory impairment for first period . |
| Individual | CEO objectives | 25% | 0–100% | 100% | 100% | CEO goals set by Committee; others set by CEO . |
Long-Term Incentives (granted 9/16/2024 unless noted)
| Instrument | Quantity | Price/Value | Vesting | Performance Link |
|---|---|---|---|---|
| RSUs | 333,330 | Fair value reflected in 2024 stock awards | 1/3 annually over 3 years | Time-based . |
| Stock Options | 519,230 | $1.60 strike | 1/48 monthly through Sep 2028 | Time-based . |
| PSUs (max) | 666,660 | — | 1/3 eligible each of 2025, 2026, 2027 | 50% Revenue, 50% Adj. EBITDA; 50%–200% payout curve; linear interpolation; as of grant, not probable for accounting recognition . |
| Fully-vested RSUs (granted 3/4/2024) | 117,000 | Part of $694,966 2024 stock awards | Vested at grant | Recognized in 2024 comp . |
| Option Exchange (12/10/2024) | Old options (271,780 @ $11.50) exchanged for 67,776 @ $0.90 | N/A | New options standard vest | Reduced underwater options; no incremental fair value at grant . |
Pay Mix (select years)
| Year | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2024 | 694,966 | 909,238 | 2024 equity mix included new RSUs, options, and PSUs (PSUs not recognized for accounting as not probable at grant) . |
| 2023 | 2,000,000 | 3,125,470 | Large upfront equity aligned with public listing transition. |
Equity Ownership & Alignment
- Beneficial ownership (3/24/2025): 15,778,001 shares (25.1%) including 389,973 direct; 923,900 options; 12,689,306 via Alon Ventures LLC; 1,774,826 via Zvi and Ricki Alon Trust (trustee) .
- Ownership guidelines: CEO required to hold 5x base salary; 5-year compliance window; until met, must retain 100% of net-after-tax vested shares; as of 4/1/2025, all execs/directors met or were within the grace period .
- Hedging/pledging: Prohibited for directors, officers, and employees .
- Outstanding awards at 12/31/2024 (selected tranches):
- Options: 486,778 unexercisable + 32,452 exercisable @ $1.60 exp. 9/15/2034; 43,773 unexercisable + 24,003 exercisable @ $0.90 exp. 8/10/2033 (from option exchange); legacy in-the-money options remain outstanding at strikes $0.56–$0.75 with near-term expiries .
- RSUs: 333,330 time-based (granted 9/16/2024) outstanding; earlier 115,942 RSUs from 8/11/2023 also outstanding at 12/31/2024 .
- PSUs: 166,665 shown at minimum (50% of target) for 2025 performance period; three performance tranches 2025–2027 .
Beneficial Ownership Breakdown (as disclosed)
| Holder | Shares |
|---|---|
| Direct (Alon) | 389,973 |
| Options (Alon) | 923,900 |
| Alon Ventures, LLC | 12,689,306 |
| Zvi and Ricki Alon Trust | 1,774,826 |
| Total | 15,778,001 (25.1%) |
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Notes |
|---|---|---|---|---|
| CIC termination without cause / good reason | 24 months base salary | Prior-year unpaid bonus; plus greater of target (100% of base) or actual for year of termination | Up to 24 months COBRA subsidy | Double-trigger; A&R agreements effective Feb 19, 2025 . |
| Non‑CIC termination without cause / good reason | 18 months base salary | Prior-year unpaid bonus; pro‑rated target for year of termination | Up to 18 months COBRA subsidy | Post-employment non‑solicit; confidentiality and IP assignment in place . |
| Clawback | Applies to cash/equity incentives paid on erroneous data for 3 prior fiscal years, per Nasdaq rules | — | — | Policy filed as Exhibit 97.1 to 10‑K . |
Related Party, Governance, and Risk Indicators
- Dual role: CEO + Chairman; board argues combined role benefits oversight and information flow; mitigated by fully independent committees and regular executive sessions .
- Family employment: Alon’s daughter (Director of Legal/Corp Secretary) and son (Senior Software Engineer) employed; aggregate compensation $371,918 in 2024; oversight via related-party policy .
- Option exchange (Dec 2024): Underwater options at $11.50 exchanged into fewer options at $0.90 (Alon tendered 271,780 → received 67,776); may reduce selling pressure from underwater options but introduces future exercisable supply at low strike .
- Compensation oversight: Compensation Committee independent; no compensation consultant engaged in 2024 .
- Say-on-pay: Not presented; company uses smaller-reporting-company disclosures .
- Hedging/pledging prohibited; stock ownership guidelines in effect .
Performance & Track Record
- 2023–2024 results: Revenue decreased from $145.2M to $54.0M; EBITDA deteriorated from $(3.1)M to $(50.8)M, reflecting solar industry headwinds noted by the Compensation Committee for 2H’23, with equity used in lieu of cash bonuses in early 2024 (Values retrieved from S&P Global).*
- STI pivot: 2025 STI focuses on revenue and Adjusted EBITDA with explicit thresholds and caps, aligning cash incentives with near-term operating recovery .
Compensation Structure Analysis
- Shift toward equity and PSUs: 2024 introduced multi‑year PSUs tied 50/50 to Revenue and Adjusted EBITDA (50%–200% payout), indicating intent to balance growth with profitability .
- Underwater option remediation: 2024 option exchange lowered strikes and reduced counts without incremental accounting charge; common post‑SPAC practice to restore retention and motivation .
- 2024 bonuses: No STI payouts for NEOs; 3/4/2024 fully‑vested RSUs granted to recognize contributions amid industry headwinds—board provided equity in lieu of cash .
Director Compensation (Board context)
- Standard package: $60,000 annual cash retainer; committee chair retainers ($20k Audit, $15k Comp, $10k N&CG); lead independent retainer $20k; annual RSUs ~$125k; initial RSUs ~$187.5k; Alon receives no director pay .
Investment Implications
- Alignment: Alon’s 25.1% beneficial ownership, anti‑hedging/pledging policy, and 5x salary ownership guideline support strong equity alignment; however, family employment warrants continued related‑party oversight .
- Incentive design: 2025 STI and 2024–2027 PSUs directly tie pay to revenue and Adjusted EBITDA, improving pay‑for‑performance line‑of‑sight as the company targets margin recovery .
- Supply overhang risk: Large time‑based RSUs and low‑strike options (including exchange options) create potential future sellable supply as vesting accelerates; monitoring Form 4s around vesting dates is prudent .
- Governance: CEO/Chairman dual role offset by independent committees and executive sessions; absence of a compensation consultant in 2024 is notable given volatility—watch for 2025 updates .
- Execution risk: Steep 2024 revenue/EBITDA declines underscore execution risk; incentive caps tied to positive Adjusted EBITDA may constrain cash payouts until fundamentals improve (Values retrieved from S&P Global).*
Footnote: *Values retrieved from S&P Global.