DEF 14A of Stem, Inc.
Filed Apr 23, 2025 · FY20240001193125-25-091355
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board is currently divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors who are up for election at the Annual Meeting to serve for terms expiring at the 2028 Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders, in all cases until their successors have been duly elected and qualified or until the earlier of their resignation or removal. Our Board has nominated Krishna Shivram and Laura D’Andrea Tyson for election as Class I directors. Mr. Shivram was appointed to the Board in March 2025. Dr. Tyson was most recently elected by stockholders at the 2022 Annual Meeting of Stockholders. Each has indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as will be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating, Governance and Sustainability Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 23, 2025) | Position | | David Buzby (2) | III | 65 | Independent Chairman of the Board | | Ira Birns (1) | II | 62 | Independent Director | | Adam E. Daley (1), (2) | II | 48 | Independent Director | | Vasudevan (Vasu) Guruswamy (3) | III | 64 | Independent Director | | Krishna Shivram (2) | I | 62 | Independent Director | | Anil Tammineedi (2), (3) | II | 48 | Independent Director | | Laura D’Andrea Tyson (1), (3) | I | 77 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Audit Committee. |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Compensation Committee. |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Nominating Committee. |
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| | Krishna Shivram INDEPENDENT DIRECTOR MEMBER, COMPENSATION COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Shivram has served as a member of our Board since March 2025. Mr. Shivram is qualified to serve as a director due to his extensive experience as a public company director, as well as in senior leadership positions at public companies, and in corporate finance, capital structure management, and mergers and acquisitions. | Managing Partner at Veritec Capital Partners, a private capital firm, 2023 – present General Partner at Lavni Ventures India, a venture capital firm, 2021 – present General Partner at Lavni Ventures USA, a venture capital firm, 2020 – present Chief Executive Officer at Sentinel Energy Services Inc. (formerly, Nasdaq: STNL), a former special purpose acquisition company, 2017 – 2020 Interim Chief Executive Officer at Weatherford International plc (Nasdaq: WFRD), a leading global energy services company • Interim Chief Executive Officer, 2016 – 2017 • Executive Vice-President and Chief Financial Officer, 2013 – 2016 Vice-President and Treasurer at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company • Vice-President and Treasurer, 2011 – 2013 • Head, M&A, 2009 – 2011 | | | OTHER COMPANY BOARDS | | | Public Companies: Allison Transmission Holdings, Inc. (NYSE: ALSN), a leading designer and manufacturer of propulsion solutions, 2022 – present Ranger Energy Services, Inc. (NYSE: RNGR), a provider of onshore high specification well service rigs, wireline services, and additional processing solutions, 2017 – present Superior Energy Services (formerly, NYSE: SPN), a global oilfield products and services company, 2021 – 2024 Sentinel Energy Services Inc. (formerly, Nasdaq: STNL), a former special purpose acquisition company, 2017 – 2023 | | | EDUCATION | | | Bachelor of Commerce, Mumbai University Chartered Accountancy Degree, Institute of Chartered Accountants of India |
Class I Director Nominees
| | LAURA D’ANDREA TYSON INDEPENDENT DIRECTOR CHAIR, NOMINATING COMMITTEE MEMBER, AUDIT COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Dr. Tyson has been a member of our Board since the closing of our IPO in April 2021. Dr. Tyson is qualified to serve as a director due to her extensive experience in public company board and governance, technology and energy industries, economics and public policy, advisory in various business and political arenas, and her accomplishment at the highest levels of government service. Dr. Tyson was a member of President Clinton’s cabinet from 1993 to 1996 and was the first woman to serve in the positions of Chair of the President’s Council of Economic Advisors, from 1993 to 1995, and Director of the White House National Economic Council, from 1995 to 1996. She is a regular opinion columnist for Project Syndicate, an international media group that publishes on its website and in numerous print publications around the world. Dr. Tyson has held numerous advisory roles, such as Senior Advisor to the Rock Creek Group since 2009 and to APAX Partners since 2021. She is a Senior External Advisor to the McKinsey Global Institute and an Advisory Board member at the Morgan Stanley Institute for Sustainable Investing. Dr. Tyson was a member of the Commission d’experts sur les grands dèfis èconomiques for French | University of California, Berkeley • Distinguished Professor of the Graduate School and Professor Emeritus of the Haas School of Business, 2016 – present • Faculty Director and Interim Faculty Director of the Haas School’s Institute for Business and Social Impact, 2013 – 2020 • Ex-Officio Board Member, Haas School of Business, 2020 – present • Interim Dean of the Haas School of Business, July 2018 – December 2018 • Professor of Business Administration and Economics at the Haas School of Business, 1992 – 2016 • Dean of the Haas School of Business, 1998 – 2001 • Chair of the Board of Trustees and a Steering Committee Member of the Blum Center for Developing Economies, 2006 – present • Dean of the London Business School, University of London, 2002 – 2006 OTHER COMPANY BOARDS Public Companies: • Silver Springs Networks, Inc. (formerly NYSE: SSNI), a smart grid company, 2009 – 2018 • AT&T Inc. (NYSE: T), a telecommunications company, 1999 – 2020 • CBRE Group, Inc. (NYSE: CBRE), a real estate company, 2010 – 2022 • Morgan Stanley (NYSE: MS), an investment bank, 1997 – 2016 |
Class I Director Nominees
| President Emmanuel Macron from 2020-2021. She has served as an advisory board member of Generation Investment Management since 2005, and Angeleno Group since 2019. She is the co-chair of the California Governor’s Council of Economic Advisors. Other government roles include membership on the US President’s Council of Advisors on Science and Technology (Semiconductor Working Group) from 2016 to 2017, US Department of State Foreign Affairs Policy Board (2011 to 2013); President Obama’s Council on Jobs from 2011 to 2013, and the US President’s Economic Recovery Advisory Board from 2009 to 2011. | EDUCATION BA, Economics, Smith College Ph.D., Economics, Massachusetts Institute of Technology |
Class I Director Nominees
A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” their election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, will not be counted as votes cast on this proposal and will have no effect on the outcome of the election. The Board recommends a vote “FOR” the election of each Class I director nominee set forth above.
Class II Directors Continuing in Office
Class II Directors Continuing in Office
Class II Directors Continuing in Office
| | IRA BIRNS INDEPENDENT DIRECTOR CHAIR, AUDIT COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Birns has served as a member of our Board since November 2023. Mr. Birns is qualified to serve as a director due to his extensive experience in management, finance, and accounting, as well as his significant experience in M&A, capital markets, investor relations, and in the energy sector, including renewable fuels and power. | Executive Vice President & Chief Financial Officer at World Kinect Corp. (f/k/a World Fuel Services Corporation) (NYSE: WKC), a management company that provides energy procurement and related services to commercial and industrial customers in the aviation, marine and land transportation industries, 2007 – present Vice President – Treasurer at Arrow Electronics, Inc. (NYSE: ARW), a global provider of technology products, services, and solutions to technology manufacturers and service providers. • Vice President and Treasurer, 2002 – 2007 • Treasurer, 1996 – 2002 • Assistant Treasurer, 1989 – 1996 EDUCATION BBA Public Accounting, Hofstra University Certified Public Accountant Certified Treasury Professional |
Class II Directors Continuing in Office
| | ADAM E. DALEY INDEPENDENT DIRECTOR MEMBER, AUDIT COMMITTEE AND COMPENSATION COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Daley has served as a member of our Board since the closing of our IPO in April 2021, and was a member of the STPK board of directors from 2020 until our IPO. Mr. Daley is qualified to serve as a director due to his broad transactional experience in the energy, energy infrastructure, and renewables sectors, his strong strategic focus and his financial expertise, all of which enable him to make valuable contributions to Stem’s financial and strategic planning and industry competitiveness. | Co-Founder & Managing Partner at Elda River Capital Management, LLC, a real assets investment firm focusing on energy transition and infrastructure opportunities, 2024 – present Partner, Co-Head of Magnetar’s Energy & Infrastructure Group, and Member of the Management Committee and Investment Committee at Magnetar Capital LLC, a leading alternative investment management firm, 2005 – 2024 Investment Banker at Global Corporate & Investment Bank of Citigroup (NYSE: C), an investment bank, 1999 – 2005 OTHER COMPANY BOARDS Public Companies: Star Peak Corp. II (formerly NYSE: STPC), merged with Benson Hill, a sustainable food technology company, January 2021 – September 2021 Private Companies: PosiGen, PBC, a residential solar and energy efficiency company, 2021 – present Vesper Energy Development LLC, a developer and operator of utility-scale renewable energy and energy storage assets, 2020 – present Double Eagle Energy III, LLC, an energy exploration, development, and production company, 2018 – present DoublePoint Energy, LLC, a developer of energy assets, 2018 – present MC Tumbleweed Royalty, LLC, an exploration development and production company, 2020 – present EDUCATION BS, Finance, with High Honors from the University of Illinois |
Class II Directors Continuing in Office
| | ANIL TAMMINEEDI INDEPENDENT DIRECTOR CHAIR, COMPENSATION COMMITTEE MEMBER, NOMINATING COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Tammineedi has served as member of our Board since the closing of our IPO in April 2021, and was a member of the Legacy Stem board of directors from 2019 until our IPO. Mr. Tammineedi is qualified to serve as a director due to his extensive experience in the technology sector and with high-growth and clean energy companies, and as a director on the boards of other companies, as well as his financial expertise. | Partner at the Angeleno Group, LLC, a leading global investment firm, focused on high-growth clean energy and climate solutions companies, where he has been leading investments across a number of sectors, including sustainable mobility, energy storage, resource efficiency, and smart infrastructure, 2008 – present Senior Faculty Advisor and Lecturer on Impact Investing and Entrepreneurship at UCLA Anderson School of Management, 2019 – present Various product development and management roles at Broadcom, Inc. (Nasdaq: AVGO), a semiconductor company, focused on semiconductors targeting communications, mobile, and power management applications, 1997 – 2006 OTHER COMPANY BOARDS Public Companies: None Private Companies: Fictiv (observer), a digital manufacturing software platform for customer manufacturing mechanical parts, 2022 – present Locana, a geospatial location and mapping company focused on enterprise GIS products and services, 2016 – 2023 Patriot Environmental Services, Inc., an environmental services company specializing in wastewater, emergency response and industrial services, 2016 – 2022 EDUCATION MBA, UCLA Anderson School of Management MS, Electrical and Computer Engineering, Iowa State University Kauffman Fellow |
Class II Directors Continuing in Office
| Class III Directors Continuing in Office | | | | DAVID BUZBY INDEPENDENT CHAIRMAN OF THE BOARD MEMBER, COMPENSATION COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Buzby has served as a member of our Board since the closing of our IPO in April 2021, and served on the Legacy Stem board of directors from April 2010 until our IPO. In April 2021, he was appointed Chairman of our Board. He served as Interim CEO and Executive Chair of our Board from September and August 2024, respectively, to January 2025. Mr. Buzby is qualified to serve as a director due to his extensive experience in the climate transition sector and as a director on the boards of other public companies. | Chairman of Wondrall Group Ltd., a UK-based developer of integrated software and hardware systems designed to reduce energy costs and create net-zero homes, 2023 – present Interim CEO and Executive Chair of Stem (NYSE: STEM), September 2024 – January 2025 Investment Advisory Committee Member at the PRIME Coalition, a 501(c) (3) charity focused on accelerating climate technology, 2016 – 2022 Founding Investor and CEO of Bright Plain Renewable Energy, LLC, a company focused on the acquisition and management of solar projects, 2011 – 2016 Founding Investor & Director of SunRun Inc. (Nasdaq: RUN), North America’s leading residential solar energy company, 2008 – 2012 Founding Investor, Chairman and CEO of SunEdison, Inc. (formerly NYSE: SUNE), until its sale in 2009. North America’s leading commercial and utility scale solar energy company, 2004 – 2009 Founding Investor & Director of Valueclick, Inc. (formerly Nasdaq: CNVR), an online marketing company, 1998 – 2014 Founding Investor, Director & Chief Financial Officer of Best Internet, a shared server web hosting company, 1995 – 1999 | | | OTHER COMPANY BOARDS | | | Public Companies: Spring Valley Acquisition Corp. II (Nasdaq: SVIIU), a special purpose acquisition company focused on sustainability, 2022 – present Climate Transition Capital Acquisition (AEX: CTCA 1), a special purpose acquisition company, 2021 – 2023 Private Companies: Leading Edge Equipment Technologies, a developer of solar panel technology, 2017 – 2023 Cambrian Innovation Inc., a provider of wastewater treatment and resource recovery solutions, 2016 – 2020 | | | EDUCATION | | | BA, Middlebury College MBA, Harvard Business School |
Class II Directors Continuing in Office
| | Vasudevan (Vasu) Guruswamy INDEPENDENT DIRECTOR MEMBER, NOMINATING COMMITTEE | | PROFILE | CAREER HIGHLIGHTS | | Mr. Guruswamy has served as a member of our Board since March 2025. Mr. Guruswamy is qualified to serve as a director due to his extensive experience in the energy, digital technology, and software industries, including as global VP of Software Services for a global energy technology company. | Co-Founder and General Partner at Lavni Ventures USA and India, a venture capital firm, 2019 – present Venture Partner at CSL Capital Management, an investment firm • Venture Partner, 2020 – present • Managing Director, 2018 – 2020 Vice-President, Services, at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company • Vice President, Services, 2011 – 2017 • Various technical and operational roles, 1984 – 2010 OTHER COMPANY BOARDS Public Companies: None Private Companies: FlytBase, an enterprise drone autonomy software platform, 2020 – present Redlist, a field asset management software platform, 2020 – present EDUCATION M.S. in Chemical Engineering, Rensselaer Polytechnic Institute, Troy, NY B.Tech. in Chemical Engineering, Indian Institute of Technology, Madras |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to our NEOs:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | John Carrington Former Chief Executive Officer(5) | 2024 2023 | 586,539 550,600 | — — | 529,674 2,172,642(9) | 445,147 633,540(9) | — 514,250 | 735,597 13,200 | 2,296,957 3,884,232 | | David Buzby Former Interim Chief Executive Officer and Executive Chair(6) | 2024 | 289,062 | 282,787(10) | 140,000 | 164,000 | — | 11,708 | 887,557 | | Doran Hole Chief Financial Officer and EVP(7) | 2024 | 146,523 | 300,000(11) | 626,111 | 102,778 | — | 4,385 | 1,179,797 | | Michael Carlson Chief Operating Officer(8) | 2024 | 418,269 | — | 397,000 | 282,108 | — | — | 1,097,377 |
Summary Compensation Table
| (1) Amounts reflect salary actually paid to the NEOs in the years shown, which for Mr. Carrington, includes the salary that he received as a Strategic Advisor to the Company during the later part of 2024. |
Summary Compensation Table
| (2) Amounts reflect the aggregate grant date fair value of time-vested RSUs granted to the NEOs in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), and based on the closing price of our common stock on the date of grant. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests. See Note 16, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information regarding these amounts. |
Summary Compensation Table
| (3) Amounts reflect the aggregate grant date fair value of option awards granted to the NEOs in the years shown, computed in accordance with ASC Topic 718. This amount reflects an accounting grant date value of such awards and does not correspond to actual value that may be realized by the NEOs in the future. A |
Summary Compensation Table
| description of the methodologies and assumptions we use to value option awards, and the manner in which we recognize the related expense, are described in Note 16, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The NEOs may never realize any value from these stock options and, to the extent that they do, the amounts realized may have no correlation to the amounts reported above. |
Summary Compensation Table
| (4) Amounts reflect (i) severance payments for Mr. Carrington, comprised of (a) $600,000 in severance pay, (b) $18,872 for COBRA premiums, and (c) amounts attributed to accelerated RSUs, equal to $102,925, in each case which are described in additional detail in “Potential Payments upon Termination or Change in Control” and (ii) for Mr. Buzby, represent amounts paid for temporary housing in San Francisco. The amounts also reflect Company matching contributions to Mr. Carrington and Mr. Hole’s 401(k) accounts, of $13,800 and $4,385, respectively. |
Summary Compensation Table
| (5) Mr. Carrington’s employment as CEO was terminated without cause effective September 11, 2024, on which date he also stepped down from the Board . He remained with the Company as a Strategic Advisor through December 31, 2024. |
Summary Compensation Table
| (6) Mr. Buzby served as Interim CEO and Executive Chair of the Board until January 27, 2025. Mr. Buzby was not an NEO prior to 2024; thus, no amounts are reported for such NEO prior to 2024. |
Summary Compensation Table
| (7) Mr. Doran was appointed as CFO and Executive VP effective September 2, 2024. He was not an NEO prior to 2024; thus, no amounts are reported for such NEO prior to 2024. |
Summary Compensation Table
| (8) Mr. Carlson was not an NEO prior to 2024; thus, no amounts are reported for him prior to 2024. |
Summary Compensation Table
| (9) As a result of the termination of Mr. Carrington’s employment effective December 31, 2024, all of his then-outstanding and unvested RSUs and stock options, including those reported in this column, were canceled and forfeited as of the date of his termination of employment, except for the accelerated portion of Mr. Carrington’s RSU awards, which are described in additional detail in “Potential Payments upon Termination or Change in Control”. |
Summary Compensation Table
| (10) Amounts reflect a guaranteed minimum payout for fiscal 2024 bonus, in accordance with the terms of Mr. Buzby’s executive employment agreement. |
Summary Compensation Table
| (11) Amounts reflect a sign-on bonus, per the terms of Mr. Hole’s executive employment agreement. |
Elements of 2024 Total Direct Compensation
| (1) Amounts reflect Mr. Buzby’s annual stock awards granted pursuant to his service as a director, which are described further in “Director Compensation.” |
Outstanding Equity Awards at 2024 Fiscal-Year End
Outstanding Equity Awards at 2024 Fiscal-Year End The following table sets forth additional information regarding outstanding equity awards held by each of our NEOs as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal-Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)* | | John Carrington | 10/28/2015(1) | 777,150 | — | 1.25 | 3/31/2025 | | | | | 10/22/2019(1) | 1,165,455 | — | 2.41 | 3/31/2025 | | | | | 12/3/2020(1) | 204,600 | — | 6.81 | 3/31/2025 | | | | | 12/3/2020(1) | 782,832 | — | 0.81 | 3/31/2025 | | | | | 5/28/2021(1) | 73,993 | — | 25.34 | 3/31/2025 | | | | | 3/1/2022(2) | 83,735 | — | 9.33 | 3/31/2025 | | | | | 2/24/2023(3) | 44,715 | — | 10.25 | 3/31/2025 | | | | David Buzby | 11/1/2018(4) | 23,717 | — | 2.27 | 11/1/2028 | | | | | 8/28/2024(5) | 400,000 | — | 1.00 | 8/28/2034 | | | | | 5/29/2024(6) | | | | | 110,236 | 66,142 | | Doran Hole | 9/3/2024(3) | — | 277,778 | 0.90 | 9/2/2034 | | | | | 9/3/2024(7) | | | | | 444,444 | 266,666 | | | 9/3/2024(8) | | | | | 833,333 | 500,000 | | Michael Carlson | 9/26/2022(2) | 16,664 | 16,664 | 12.83 | 9/26/2033 | | | | | 2/15/2023(3) | 33,655 | 68,331 | 10.25 | 2/15/2033 | | | | | 2/15/2024(3) | — | 109,344 | 3.37 | 2/15/2034 | | | | | 9/26/2022(9) | | | | | 12,178 | 7,307 | | | 2/15/2023(8) | | | | | 52,895 | 31,737 | | | 5/28/2024(10) | | | | | 212,500 | 127,500 | | | 11/1/2024(7) | | | | | 275,000 | 165,000 |
Outstanding Equity Awards at 2024 Fiscal-Year End
| * Market values in these columns were determined by multiplying the number of shares of stock by $0.60, the closing price of our common stock on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (1) The stock options disclosed in these rows vested over four years, with 25% of the option vesting on the one-year anniversary of the vesting commencement date and 1/48th of the option vesting monthly thereafter through the four-year anniversary of the vesting commencement date, subject to the NEO’s continued employment with the Company through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (2) The stock options disclosed in these rows vest in four equal annual installments beginning on the one-year anniversary of the grant date, subject to the NEO’s continued employment with the Company through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (3) The stock options disclosed in these rows vest in three equal annual installments beginning on the one-year anniversary of the grant date, subject to the NEO’s continued employment with the Company through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (4) Mr. Buzby’s stock options vested in twelve equal monthly installments, beginning on January 1, 2019. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (5) Mr. Buzby’s stock options vested in six equal monthly installments, subject to his continuing service as Executive Chair through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (6) Mr. Buzby’s RSU grant vests in full on the one-year anniversary of the grant date, subject to his continuing service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (7) The RSU award, awarded to Mr. Hole as a sign-on grant, vests in full on November 7, 2025. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (8) The RSU award, awarded to Mr. Hole as part of the Company’s annual equity program, vests in three equal annual installments beginning on the one-year anniversary of the grant date, subject to the NEO’s continued employment with the Company through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (9) The RSU award vests in four equal annual installments beginning on the one-year anniversary of the grant date, subject to the NEO’s continued employment with the Company through the applicable vesting dates. |
Outstanding Equity Awards at 2024 Fiscal-Year End
| (10) The RSU award vests in three annual installments of 33%, 33% and 34%, beginning on March 7, 2025. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Each of Messrs. Buzby, Hole and Carlson is party to an employment agreement (each, an “Employment Agreement”) that provides for certain severance payments and benefits in connection with certain qualifying terminations of employment, as well as enhanced severance payments and benefits if qualifying terminations of employment occur in connection with a “Change in Control” (as defined in the Company’s 2024 Equity Incentive Plan). Employment Agreements David Buzby: We entered into an executive employment agreement with Mr. Buzby in connection with his appointment as Interim CEO and Executive Chair. Under the Agreement, Mr. Buzby received an annualized base salary of $600,000, less applicable taxes, payroll deductions and withholdings, prorated for the total duration of his service in 2024. In connection with his service, he also received (a) a cash incentive award under the Company’s annual incentive plan with a target bonus opportunity of 125% of his annual base salary, subject to the Company’s performance and a guaranteed minimum payout of 75% of the target bonus opportunity, which was prorated for the total duration of his service in 2024, and (b) a grant of 400,000 stock options, with an exercise price of $1.00, vesting ratably for six months. Mr. Buzby was also entitled to reimbursement of temporary housing expenses not to exceed $6,700 per month and reasonable travel and transportation expenses. Mr. Buzby served as Interim CEO and Executive Chair until the Board appointed Mr. Arun Narayanan as the Company’s CEO on January 27, 2025; Mr. Buzby now serves the Company as the Non-Executive Chair of the Board and is no longer entitled to the compensation and benefits described above. Doran Hole: In connection with his appointment as CFO and EVP, we entered into an executive employment agreement with Mr. Hole. Under the agreement, Mr. Hole receives an annual base salary of $475,000, less applicable taxes, payroll deductions and withholdings. In connection with his appointment, he also received: (a) a sign-on cash bonus of $300,000, less applicable taxes, payroll deductions and withholdings; (b) a sign-on, make-whole, equity award of RSUs with a target value of $400,000 (to replace forfeited equity at his previous employer), which will vest 100% on November 7, 2025, subject to his continued employment with the Company on such date; (c) an initial long-term incentive equity award with a target value of $1,000,000, in the form of 75% RSUs and 25% stock options, with 33% vesting on November 7, 2025, 33% vesting on November 7, 2026, and 34% vesting on November 7, 2027, subject to his continued employment with the Company through the applicable vesting dates; and (d) reimbursement for reasonable relocation expenses not to exceed $100,000 and reasonable temporary housing expenses not to exceed $25,000, subject to repayment under certain circumstances. In addition, Mr. Hole was eligible to receive a cash incentive award under the Company’s annual incentive plan with a target bonus opportunity of 75% of his annual base salary (to be prorated for his partial year of service in 2024). Michael Carlson: We entered into an employment agreement with Mr. Carlson in 2022, which provided for his initial compensation and benefits, including an initial base salary, annual bonus opportunity, and initial equity awards. Mr. Carlson’s employment agreement is on the Company’s standard form of Executive Employment Agreement, a copy of which was previously filed with the SEC as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Change in Control Benefits The “Change in Control Period” in Mr. Hole’s and Mr. Carlson’s Employment Agreements commences three months prior to the occurrence of the Change in Control and ends 12 months following the Change in Control. Upon a termination without “Cause” (other than a termination due to death or disability) or resignation for “Good Reason,” in each case, outside of the Change in Control Period (each, as defined in the employment agreements), the NEO would be eligible to receive: (i) payment of any bonus earned, but not yet paid for the year prior to the year of termination; (ii) an amount equal to nine months in the cases of Mr. Hole and Mr. Carlson, of annual base salary in effect immediately prior to termination; (iii) payment of a pro rata bonus for the year of termination based on actual performance; (iv) payment or reimbursement for the premiums that the NEO would be required to pay to maintain continued health coverage under COBRA for a period of up to nine months following the date of termination; and (v) for Mr. Carlson, the accelerated vesting of certain outstanding equity awards. Receipt of all such payments and benefits would be subject to the NEO’s execution and non-revocation of a release of claims and his continued compliance with the covenants set forth in his employment agreement. Upon a termination without Cause (other than a termination due to death or disability) or resignation for Good Reason, in each case, during the Change in Control Period, the NEO would be eligible to receive: (i) cash payment equal to one times the sum of the NEO’s annual base salary plus target bonus; (ii) payment of any bonus earned, but not yet paid for the year prior to the year of termination; (iii) payment of a pro- rata bonus for the year of termination based on actual performance; and (iv) payment or reimbursement for the premium that the NEO would be required to pay to maintain continued health coverage under COBRA for a period of up to twelve months following the date of termination. Receipt of all such payments and benefits would be subject to the NEO’s execution and non-revocation of a release of claims and his continued compliance with the covenants set forth in the employment agreements. Carrington Separation Agreement Mr. Carrington served as a Strategic Advisor until December 31, 2024, at which time his employment with the Company was terminated. In connection with Mr. Carrington’s termination, we entered into a Separation and Release of Claims Agreement with Mr. Carrington. In addition, because Mr. Carrington’s departure constituted a termination without cause, he was entitled to the following payments and benefits pursuant to the terms and applicable provisions of his Employment Agreement, which we entered into with Mr. Carrington in 2021: (i) a cash payment of $600,000, being equal to 12 months of his annual base salary in effect on the Separation Date, less applicable taxes and withholdings; (ii) reimbursement for up to 12 months for 100% of the monthly premium costs of continuation coverage under COBRA; (iii) accelerated vesting of 171,428 RSUs (with all other outstanding and unvested stock options and RSUs being forfeited as of the Separation Date); and (iv) all stock options that were vested as of the Separation Date will remain exercisable until the earlier of (A) the date three months following the Separation Date and (B) the expiration of the term of such stock options as set forth in the applicable award agreement. All of the foregoing are pursuant to the 2021 Employment Agreement and in consideration of Mr. Carrington’s non-revocation of the release of claims in favor of the Company, and his continued compliance with certain confidentiality, non-disparagement, and non-competition covenants. The 2021 Plan Pursuant to the terms of the 2021 Equity Incentive Plan, and unless provided otherwise in an award agreement or other agreement between us or an affiliate and the participant, in the event of Change in Control (as defined in the 2021 Plan), our Board will take one or more of the following actions with respect to each outstanding award, contingent upon the closing or completion of the Change in Control:
Potential Payments Upon Termination or Change in Control
| • | arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the award or to substitute a similar stock award for the award (including, but not limited to, an award to acquire the same consideration per share paid to the stockholders of the Company pursuant to the Change in Control); |
Potential Payments Upon Termination or Change in Control
| • | arrange for the assignment of any reacquisition or repurchase rights held by us in respect of common stock issued pursuant to the award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); |
Potential Payments Upon Termination or Change in Control
| • | accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as determined by our Board, with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective; |
Potential Payments Upon Termination or Change in Control
| • | arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to the award; |
Potential Payments Upon Termination or Change in Control
| • | cancel or arrange for the cancellation of the award, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for such cash consideration, if any, as our Board, in its reasonable determination, may consider appropriate as an approximation of the value of the cancelled award; and |
Potential Payments Upon Termination or Change in Control
| • | cancel or arrange for the cancellation of the award, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for a payment equal to the excess, if any, of (A) the value in the Change in Control of the property the participant would have received upon the exercise of the award immediately prior to the effective time of the Change in Control, over (B) any exercise price payable by such holder in connection with such exercise. |
Potential Payments Upon Termination or Change in Control
Our Board need not take the same action or actions with respect to all awards or portions thereof or with respect to all participants and may take different actions with respect to the vested and unvested portions of an award. In the absence of any affirmative determination by our Board at the time of a Change in Control, each outstanding award will be assumed or an equivalent award will be substituted by such successor corporation or a parent or subsidiary of such successor corporation, referred to as a successor corporation, unless the successor corporation does not agree to assume the award or to substitute an equivalent award, in which case the vesting of such award will accelerate in its entirety (along with, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as our Board will determine (or, if our Board does not determine such a date, to the date that is five (5) days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective. The 2024 Plan In the event of a Change in Control (as defined in the 2024 Equity Incentive Plan), the Board will take one or more of the following actions with respect to each outstanding award, contingent upon the closing or completion of the Change in Control:
Potential Payments Upon Termination or Change in Control
| • | arrange for the surviving corporation or acquiring corporation (or the parent company thereof) to assume or continue the award or to substitute a similar award for the award; |
Potential Payments Upon Termination or Change in Control
| • | arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to the award to the surviving corporation or acquiring corporation (or the parent company thereof); |
Potential Payments Upon Termination or Change in Control
| • | accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as determined by the Board (or, if the Board will not determine such a date, to the date that is five days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective; |
Potential Payments Upon Termination or Change in Control
| • | arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the award; |
Potential Payments Upon Termination or Change in Control
| • | cancel, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for such consideration (in cash, property, securities or a combination thereof), if any, as the Board, in its reasonable determination, may consider appropriate as an approximation of the value of the canceled award; and |
Potential Payments Upon Termination or Change in Control
| • | cancel, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for a payment equal to the excess, if any, of (A) the value in the Change in Control of the property the participant would have received upon the exercise of the award immediately prior to the effective time of the Change in Control, over (B) any exercise price payable by such holder in connection with such exercise; provided, that the Board may cancel and terminate without payment any option or SAR with an exercise price equal to or in excess of the value of the shares of common stock subject to such option or SAR determined as of immediately prior to the Change in Control. |
Potential Payments Upon Termination or Change in Control
The Board need not take the same action with respect to all awards or portions thereof or with respect to all participants and may take different actions with respect to the vested and unvested portions of an award. In the absence of any affirmative determination by the Board at the time of a Change in Control, each outstanding award will be assumed or an equivalent award will be substituted by such successor corporation or a parent or subsidiary thereof, unless such successor corporation does not agree to assume or substitute the award, in which case the vesting of such award will accelerate (along with, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as the Board will determine (or, if the Board will not determine such a date, to the date that is five days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control, and with such exercise reversed if the Change in Control does not become effective. An award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the award agreement for such award or as may be provided in any other written agreement with the participant, but in the absence of such provision, no such acceleration will occur.
Pay Versus Performance Table
Pay Versus Performance Table The following table and related disclosure provide the information required for our NEOs for each of the fiscal years ended December 31, 2024, 2023, and 2022 along with the required financial information required for each fiscal year:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Former Interim CEO (Buzby) $ | Compensation Actually Paid to Former Interim CEO (Buzby) $ (1) | Summary Compensation Table Total for Former CEO (Carrington) $ | Compensation Actually Paid to Former CEO (Carrington) $ (1) | Average Summary Compensation Table Total for Non-CEO NEOs $ (1) | Average Compensation Actually Paid to Non-CEO NEOs $ (1),(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) | Net Income (in millions) $ | | 2024 | 887,557 | 699,333 | 2,296,957 | (3,541,104) | 1,138,587 | 816,569 | 3.18 | (854.0) | | 2023 | — | — | 3,884,232 | (6,086,830) | 3,154,648 | 380,032 | 20.45 | (140.4) | | 2022 | — | — | 3,140,333 | (13,241,250) | 3,491,627 | 2,863,999 | 47.13 | (124.1) |
Pay Versus Performance Table
Deductions from, and additions to, total compensation in the Summary Compensation Table for 2024 to calculate Compensation Actually Paid include:
Pay Versus Performance Table
| | 2024 | | | | | David Buzby | John Carrington | Average Other NEOs (2) | | Total Compensation from Summary Compensation Table | $887,557 | $2,296,957 | $1,138,587 | | Adjustments for Equity Awards | | | | | Adjustment for grant date values in the Summary Compensation Table | $(304,000) | $(974,821) | $(703,999) | | Year-end fair value of unvested awards granted in the current year | $66,472 | $— | $604,736 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $— | $— | $(191,359) | | Fair values at vest date for awards granted and vested in current year | $112,019 | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(62,716) | $(2,012,455) | $(31,396) | | Forfeitures during current year equal to prior year-end fair value | $— | $(2,850,785) | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | | Total Adjustments for Equity Awards | $(188,224) | $(5,838,061) | $(322,018) | | Compensation Actually Paid (as calculated) | $699,333 | $(3,541,104) | $816,569 |
Pay Versus Performance Table
| * All stock option and Performance Stock Unit (PSU) valuations included in “Compensation Actually Paid” values were performed using the Black-Scholes option pricing model and Monte Carlo simulation valuation method, respectively, in a manner consistent with the process used to determine stock option grant date fair values under ASC 718. All stock award valuations (other than for PSUs) included in “Compensation Actually Paid” values were performed using the closing price of the Company’s common stock. |
Pay Versus Performance Table
| (2) The other NEOs in each covered year were as follows: |
Pay Versus Performance Table
| • | 2024: Doran Hole, Michael Carlson |
Pay Versus Performance Table
| • | 2023: William Bush, Saul Laureles, Alan Russo, Prakesh Patel |
Pay Versus Performance Table
| • | 2022: William Bush, Saul Laureles, Kim Homenock, Robert Schaefer |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures :
Analysis of the Information Presented in the Pay versus Performance Table
| • | Cumulative TSR |
Analysis of the Information Presented in the Pay versus Performance Table
| • | Net Income |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee is responsible for periodically reviewing and approving the form and amount of compensation paid to our non-employee directors for their service on our Board and its committees. Generally, directors who are employees of the Company do not receive compensation for serving on the Board. In making non-employee director compensation recommendations, the Compensation Committee takes various factors into consideration, including the responsibilities of directors generally, as well as committee chairs, and the form and amount of compensation paid to directors by peer companies. As a general matter, our Compensation Committee annually reviews our non-employee director compensation. However, in 2024, the Committee determined that, given the Company’s then-current stock price and in the interest of conserving cash, it would not undertake a market review of non-employee director pay. As a result, for the second consecutive year, the Committee did not approve any non-employee director pay increases at that time. Cash Compensation. The following table shows the cash retainer for service on the Board and various committees. Cash payments were made quarterly in arrears. Compensation for committee chair service is in lieu of compensation for committee membership, and not in addition to it.
DIRECTOR COMPENSATION
| Position | Cash Retainer ($) | | Board Member | 60,000 | | Additional Retainers | | | Chairman of the Board | — | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 12,000 | | Nominating Committee Chair | 10,000 | | Audit Committee Member | 10,000 | | Compensation Committee Member | 6,000 | | Nominating Committee Member | 4,000 |
DIRECTOR COMPENSATION
Equity Compensation. Upon election or re-election to our Board and in connection with each annual meeting of stockholders, non-employee directors receive an annual equity grant of time-based RSUs with a target grant date fair value of $140,000, subject to an overall per-director limit of $600,000 on the total cash fees paid and value of equity granted in a single year. In 2024, each non- employee director was awarded 110,236 RSUs, which will vest in full on May 29, 2025, the anniversary of our 2024 Annual Meeting of Stockholders. Gerard Cunningham Special Compensation. In addition to compensation earned for Board service, Mr. Cunningham received payments for his advisory services to the Board, including on the Board’s Software Strategy Working Group (an ad hoc non-Committee advisory body). See footnotes 3, 4 and 5 to the table below for details. The following table shows total compensation received by our non-employee directors for their service in 2024, calculated in accordance with SEC rules. Mr. Carrington, our former CEO, did not receive compensation for his Board service during the period he served on our Board in 2024. Mr. Buzby, our former Executive Chair and Interim CEO, received compensation for his roles in 2024.
2024 Non-Employee Director Compensation Table
2024 Non-Employee Director Compensation Table
2024 Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | David Buzby | 87,000 | 110,236 | — | — | 226,400 | | Ira Birns | 72,174 | 110,236 | — | — | 211,574 | | Adam E. Daley | 70,000 | 110,236 | — | — | 209,400 | | Gerard Cunningham(2) | 166,182(3) | 253,103(4) | 45,000(5) | 112,136(6) | 576,421 | | Michael C. Morgan(7) | 72,000 | 110,236 | — | — | 211,574 | | Anil Tammineedi | 74,000 | 110,236 | — | — | 213,574 | | Laura D’Andrea Tyson | 70,000 | 110,236 | — | — | 209,400 | | Jane Woodward(8) | 70,000 | 110,236 | — | — | 209,400 |
2024 Non-Employee Director Compensation Table
| (1) Amounts reported for all directors, except Mr. Cunningham, reflect the aggregate grant date fair value of RSUs calculated in accordance with applicable accounting standards and based on the closing price of our common stock on May 29, 2024 (the grant date of the RSUs) of $1.27. These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the RSUs vest. As of December 31, 2024, none of our non-employee directors held outstanding equity awards, other than those shown in the table above, except for Mr. Buzby who holds 23,717 stock options that were awarded before the Merger. |
2024 Non-Employee Director Compensation Table
| (2) Mr. Cunningham resigned from the Board effective February 28, 2025. |
2024 Non-Employee Director Compensation Table
| (3) In addition to the Board’s annual cash retainer, Mr. Cunningham received special cash payments of $35,700 and $103,449 on July 18, 2024 and August 28, 2024, respectively, for his service on the Board’s Software Strategy Working Group. |
2024 Non-Employee Director Compensation Table
| (4) Reflects a pro-rated grant of 12,138 RSUs in connection with Mr. Cunningham’s appointment to the Board. In addition, Mr. Cunningham received two further RSU awards, for his service on the Software Strategy Working Group: (a) first, a grant of 110,236 RSUs on May 29, 2024, with a grant date fair value of $140,000, calculated in accordance with applicable accounting standard and based on the closing price of our common stock of $1.27 on the date of grant, and (b) second, 75,727 RSUs on July 18, 2024, with a grant date fair value of $97,688, calculated in accordance with applicable accounting standard and based on the closing price of our common stock of $1.29 on the date of grant. |
2024 Non-Employee Director Compensation Table
| (5) Mr. Cunningham received a grant of 45,000 stock options on August 28, 2024 for his service on the Software Strategy Working Group. Of these, a total of 15,000 of these stock options were forfeited, following the early termination of Mr. Cunningham’s service to the working group. The grant date fair value of Mr. Cunningham’s option awards was computed in accordance with ASC Topic 718 and reflects the accounting grant date value of such award. A description of the methodologies and assumptions we use to value option awards, and the manner in which we recognize the related expense, is described in Note 16, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Non-Employee Director Compensation Table
| (6) In connection with his resignation from the Board, the Board approved the accelerated vesting of the following of Mr. Cunningham’s outstanding RSUs: (i) accelerated vesting of the 110,236 RSUs that were scheduled to vest on May 29, 2025 and (ii) accelerated vesting of the 75,727 RSUs that were scheduled to vest on June 26, 2025. |
2024 Non-Employee Director Compensation Table
| (7) Mr. Morgan resigned from the Board effective October 7, 2024. As a result, the entirety of his unvested RSUs granted on May 29, 2024 was forfeited. |
2024 Non-Employee Director Compensation Table
| (8) Ms. Woodward resigned from the Board effective January 31, 2025. As a result, the entirety of her unvested RSUs granted on May 29, 2024 was forfeited. |
2024 Non-Employee Director Compensation Table
Non-employee directors who begin their Board, Board Chair, committee or committee chair service after the Annual Meeting of Stockholders receive a prorated amount of annual compensation. Messrs. Guruswamy and Shivram did not receive compensation in 2024 as they were not appointed to the Board until 2025. The Company also reimburses non-employee directors for reasonable travel and other business expenses incurred in the performance of their services for the Company, in accordance with our expense reimbursement policy as in effect from time to time.