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TIGO ENERGY INC

For the period ended May 20, 2024. Filed Apr 5, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2024 · Filed Apr 5, 2024

TYGO$0.74+1.8%Stored close · as of Nov 6, 2026
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DEF 14A 1 tygo_proxy_def_14a_2024.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒
Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under Rule 14a-12

Tigo Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required.
☐Fee computed previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 20, 2024

To Our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2024 Annual Meeting of Stockholders of Tigo Energy, Inc. (the “Annual Meeting”) to be held on May 20, 2024 at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, conducted via live audio webcast, with no physical in-person meeting. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.proxydocs.com/tygo and entering the control number found on your proxy card, voting instruction form or notice you previously received.

The purpose of the Annual Meeting is to:

(1)

elect seven director nominees listed in the accompanying proxy statement (this “Proxy Statement”) until the 2025 annual meeting of stockholders and until their successor shall be elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal from office;

(2)

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

(3)

transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

Only stockholders of record at the close of business on March 25, 2024 may vote at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. During the Annual Meeting, any stockholder attending the Annual Meeting may access a list of the stockholders entitled to vote at the Annual Meeting at www.proxydocs.com/tygo by following the instructions contained in the Proxy Statement.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held May 20, 2024

This Proxy Statement and the 2023 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2023, are being made available on or about April 5, 2024 at www.proxydocs.com/tygo.

By order of the Board of Directors,

/s/ Zvi Alon

Zvi Alon

Chief Executive Officer and

Chairman of the Board of Directors

April 5, 2024

Table OFContents

Page
GENERAL INFORMATION1
PROPOSAL 1 - ELECTION OF DIRECTORS6
Continuing Members of the Board of Directors6
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS9
Overview9
Director Independence and Independence Determinations9
Board Structure10
Executive Sessions10
Board Committees and Meetings10
Board Diversity Matrix13
Code of Business Conduct and Ethics and Corporate Governance Guidelines13
Stockholder Communications with the Board14
Hedging and Pledging Policy14
Board’s Role in Risk Oversight14
Delinquent Section 16(a) Reports15
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM16
Appointment of Independent Registered Public Accounting Firm16
Audit Fees16
Audit Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm17
Changes in Independent Registered Public Accounting Firm17
AUDIT COMMITTEE REPORT18
EXECUTIVE OFFICERS19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT20
EXECUTIVE COMPENSATION22
Introduction22
Summary Compensation Table22
Narrative Disclosure to Summary Compensation Table23
Outstanding Equity Awards at December 31, 2023 Fiscal Year-End25
Director Compensation26
TRANSACTIONS WITH RELATED PERSONS28
Related Person Transactions Policy28
Related Person Transactions28
EQUITY COMPENSATION PLAN INFORMATION36
OTHER MATTERS37
OTHER INFORMATION37
Householding of Proxies37
Additional Filings37
Stockholder Proposals for 2025 Annual Meeting of Stockholders37

ii

TIGO ENERGY, INC.

655 Campbell Technology Parkway, Suite 150

Campbell, California 95008

2024 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.