Timothy Bridgewater
About Timothy Bridgewater
Timothy Bridgewater, 64, is Chief Executive Officer and Chairman of ZEO. He previously served as CFO (Oct 2021–Aug 2024) and led Sunergy (Zeo’s predecessor) as CEO/Chair since inception in Oct 2021. He holds a B.S. in Finance from BYU and completed graduate studies in International Economics at the University of Utah . ZEO’s FY24 revenue was $73.2M (down 33% YoY) with adjusted EBITDA of $2.0M; Q1’25 revenue was $8.8M with adjusted EBITDA of $(6.4)M as rates and seasonality pressured sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunergy Renewables (predecessor to ZEO) | CEO & Chairman | Oct 2021–present | Led integration of predecessor operations; de-SPAC transition to ZEO . |
| ZEO/Sunergy | CFO | Oct 2021–Aug 2024 | Built finance function through de-SPAC phase . |
| Sun First Energy (predecessor) | Founder/Manager | Oct 2019–Oct 2021 | Rolled into Sunergy at Oct 2021 contribution . |
| Tintic Consolidated Metals, LLC | CFO; Vice President | Nov 2019–Apr 2021; Nov 2019–Nov 2021 | Finance leadership at mining company . |
| Micro Bolt | Manager | Oct 2018–Sep 2020 | Energy development projects . |
External Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Capitol Financial Strategies/Interlink Capital Strategies | Founder & Managing Director | Jul 2002–present | Advised debt/private equity across energy/industrial/tech in U.S. and Asia . |
| Prometheus Power Partners, LLC | Manager | Apr 2020–present | Commercial/utility-scale solar development . |
| Sun Managers, LLC | Manager | n/a | Holds Class A & Class V shares intended for management equity program; Bridgewater disclaims beneficial ownership of these specific shares . |
Fixed Compensation
| Component | Value/Terms | Source |
|---|---|---|
| Contracted Base Salary | $390,000 per year (Employment Agreement) | |
| 2024 Salary Paid | $260,000 | |
| Annual Bonus | Discretionary; performance-based goals set by Compensation Committee (no target % disclosed) | |
| Benefits/Perqs | Eligible for executive plans; 6 weeks PTO; business expense reimbursement (e.g., travel) |
Performance Compensation
| Incentive Type | Metric/Trigger | Target/Structure | Payout/Vesting | Notes |
|---|---|---|---|---|
| Retention Equity (2024 Plan) | Service-based schedule | 50,000 vested shares at 12 months; 50,000 at 24 months; 50,000 at 35 months after effective date | Vested upon each grant date | Vested shares upon grant can create near-term selling overhang if sold . |
| Price-based Equity Grants | Stock price VWAP hurdles | 1% of fully diluted outstanding upon 20/30 days VWAP > $7.50; additional 1% at >$12.50; additional 1% at >$15.00; within 3 years of effective date | Vested equity upon achievement | Strong pay-for-performance lever tied to market cap/TSR proxy . |
| Cash Bonus | Committee-set performance goals (not disclosed) | Discretionary | Paid at Committee’s discretion | No explicit weighting/metrics disclosed . |
Multi‑Year Executive Compensation (Summary)
| Year | Salary ($) | Stock Awards ($, grant-date FV) | Non-Equity Incentive ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 260,000 | 4,242,150 | — | 215,000 | “All Other” are distributions from Sunergy partnership interests . |
| 2023 | — | — | — | 547,993 | Distributions from Sunergy partnership interests . |
(Stock awards reflect ASC 718 grant-date fair value; may not equal realized value) .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Timothy Bridgewater (beneficially) | 2,250,000 | 9.9% | 8,210,410 | 31.0% | 21.2% | Includes 750,000 Class A + 1,558,883 Class V via LCB Trust; 1,500,000 Class A + 6,651,527 Class V held by Sun Managers, LLC where he has voting power; he disclaims beneficial ownership over shares held by Sun Managers, LLC, intended for a management equity program . |
- Outstanding equity awards as of 12/31/24: Zeo reported no outstanding equity-based awards company-wide; Bridgewater’s grants are governed by the 2024 Plan and employment agreement going forward .
- Clawback: Awards under the 2024 Plan are subject to reduction/cancellation/recoupment per any written clawback policy or as required by law .
- Pledging/Hedging and Ownership Guidelines: Not disclosed in available filings; no stock ownership multiple or pledging prohibition found .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Agreement Term | Commences at Business Combination closing; runs 3 years; auto-renews for 1-year periods unless 90 days’ non-renewal notice | |
| Termination (No CoC) | If terminated without Cause or resigns for Good Reason: lump sum equal to 1x base salary + any unpaid prior-year bonus + greater of target bonus for year of termination or 3-year average bonus; plus any other target LTI for the year; full acceleration of all equity; 12 months COBRA | |
| Termination (With CoC window) | If within 2 years post- or 6 months pre‑CoC: pro‑rated greater of target bonus or highest actual bonus of prior 3 years; lump sum of 1x base salary + unpaid prior-year bonus + Retention Award and any other target LTI for year; full equity acceleration; 12 months COBRA | |
| Restrictive Covenants | Confidentiality, non‑disparagement; non‑solicit and non‑compete for duration of employment and 1 year post‑termination |
Board Governance
- Roles: Bridgewater is CEO and Chairman (dual role). The board deems Dr. Abigail M. Allen, Neil Bush, James P. Benson, and Mark M. Jacobs as independent under Nasdaq rules; Bridgewater is not independent .
- Committees: Audit Committee (Allen—Chair; Benson; Jacobs); Compensation Committee (Bush—Chair; Benson; Jacobs). Bridgewater is not a member of either committee .
- Attendance: In FY2024 the Board met 4x; Audit 6x (or 7x per committee section); Compensation 1x; each director attended ≥75% of meetings of the Board and their committees .
- Lead Independent Director: Not disclosed. Committee leadership by independents partially mitigates CEO/Chair concentration risk .
Director Service and Compensation (as Director)
- Bridgewater is an employee-director (CEO/Chair) and is compensated as an executive. Non-employee directors received equity grants in 2024; no additional fees were paid in 2024 .
Related Party Transactions and Governance Risks
- White Horse Energy (owned/managed by Bridgewater) manages third‑party leasing companies that financed many ZEO customers. Purchases from ZEO were ~$5.8M for Q1’24 and ~$19.0M for FY2023; pending leasing agreements were ~$8.8M (Q1’24) and ~$6.0M (FY2023) if completed. Audit Committee reviews related-party transactions under written policy .
- Control/Reporting: Non-reliance 8‑K (Nov 14, 2024) identified misstatements and material weaknesses in ICFR; the company received Nasdaq deficiency notices for late 10‑K and 10‑Q filings in 2025 (since remedied for the 10‑K) .
Performance & Track Record
| Period | Revenue ($) | Gross Profit ($) | Net Income (Loss) ($) | Adjusted EBITDA ($) | Commentary |
|---|---|---|---|---|---|
| FY2023 | 109,691,001 | 49,809,664 | 4,845,069 | 6,981,201 | Pre‑de‑SPAC baseline; higher sales volume . |
| FY2024 | 73,244,083 | 34,394,716 | (9,872,358) | 1,958,014 | YoY decline on high rates; stock comp drove G&A +$8.7M; still positive Adj. EBITDA . |
| Q1’2025 | 8,783,695 | 3,778,? (43.0% margin) | (13,319,363) | (6,353,530) | Seasonally weak; higher D&A and stock comp; pricing headwinds . |
- Strategic actions: Integrated Lumio assets (Nov 2024) and completed Heliogen acquisition (Aug 2025) to expand into long‑duration energy/storage and C&I/data center applications; received ~$13.6M net cash at Heliogen close .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 compensation featured large stock awards ($4.24M grant-date FV) vs. $260k salary; G&A increased by $8.7M in 2024 largely due to stock comp, indicating an equity-heavy year during/after de‑SPAC integration .
- Performance Levers: Price-based VWAP grants (up to 3% of outstanding over three tiers) align upside with shareholder returns, but could be dilutive at achievement and are not anchored to operational KPIs like EBITDA or revenue .
- Retention Design: Service‑based “vested upon grant” retention shares at 12/24/35 months improve stickiness but may create sellable shares on each grant date, posing periodic insider selling pressure risk .
- Clawback: Plan-level clawback in place; no tax gross‑ups disclosed; no evidence of option repricing .
- Change‑of‑Control: Single‑trigger equity acceleration plus cash severance within extended CoC window (two years post / six months pre) raises potential golden‑parachute optics if a transaction occurs .
Employment Terms (Severance & CoC Economics) – Detail Table
| Scenario | Cash | Equity | Benefits | Notes |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (No CoC) | Lump sum = 1x base salary + unpaid prior‑year bonus + greater of target bonus for year of termination or 3‑yr average bonus + any other target LTI for that year | Full acceleration of all outstanding equity | 12 months COBRA (if eligible) | Standard non‑compete/non‑solicit 1 year . |
| CoC Window (≤6 months pre or ≤2 years post) | Pro‑rated greater of target bonus or highest actual bonus of the prior 3 years; plus lump sum = 1x base salary + unpaid prior‑year bonus + Retention Award and any other target LTI for year | Full acceleration of all outstanding equity | 12 months COBRA (if eligible) | CoC terms include Retention Award value . |
Board Service History, Committees, and Dual‑Role Implications
- Service: CEO & Chairman; nominated for director election on Aug 5, 2025 ballot . Not on Audit or Compensation Committees .
- Committees: Audit (Allen–Chair; Benson; Jacobs) and Compensation (Bush–Chair; Benson; Jacobs) fully independent, satisfying Nasdaq requirements .
- Independence: Four independent directors identified; Bridgewater not independent .
- Governance Implications: CEO + Chair concentration may reduce independent oversight and challenge board objectivity; mitigants include independent committee chairs and >=75% director attendance. No Lead Independent Director disclosed .
Risk Indicators & Red Flags
- Related‑party revenue/financing via entities managed by Bridgewater (White Horse Energy); significant volumes in 2023–Q1’24 reviewed under RPT policy .
- Financial reporting control weaknesses and misclassifications led to non‑reliance notice; late filings prompted Nasdaq deficiency notices (later cured for 10‑K) .
Investment Implications
- Alignment and leverage: Bridgewater’s sizable voting power (21.2%) and multi‑tier stock‑price grants align upside with shareholders, but the structure can be dilutive at trigger achievement; service‑based grants are vested on grant and may create periodic selling overhang at 12/24/35‑month marks .
- Retention vs. cost: Severance/CoC package (1x salary plus bonus elements with full equity acceleration) is moderate on cash multiple but generous on equity acceleration; extended CoC window and single‑trigger acceleration merit monitoring amid active M&A strategy (Lumio integration, Heliogen acquisition) .
- Governance watch‑items: Dual CEO/Chair, related‑party leasing channels, and recent ICFR weaknesses/late filings elevate governance risk; independent committee structure partially mitigates oversight concerns, but absence of a disclosed Lead Independent Director is a gap .
- Performance execution: FY24 adjusted EBITDA remained positive but fell with revenue; Q1’25 softness and higher D&A/stock comp pressure margins. Successful integration of Heliogen and execution of year‑round sales model are key to improving profitability and reducing execution risk through 2H’25–2026 .