DEF 14A of Stem, Inc., Apr 24, 2026

DEF 14A of Stem, Inc.

Filed Apr 24, 2026 · FY20250001758766-26-000037

Open on EDGAR

  1. 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 three Class I directors, whose terms expire at the 2028 Annual Meeting of Stockholders; three Class II directors who are up for election at the Annual Meeting to serve for terms expiring at the 2029 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 Ira Birns, Adam E. Daley and Anil Tammineedi for election as Class II directors. Mr. Birns was appointed to the Board in November 2023 and was identified to us by an outside law firm. Messrs. Daley and Tammineedi were most recently elected by stockholders at the 2023 Annual Meeting of Stockholders. Each has indicated that they are willing and able to serve as directors. However, if any 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.

  2. 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.

  3. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Age (as of April 24, 2026) | Position | | David Buzby | III | 66 | Independent Chairman of the Board | | Ira Birns (1) | II | 63 | Independent Director | | Adam E. Daley (1), (2) | II | 49 | Independent Director | | Vasudevan (Vasu) Guruswamy (3) | III | 65 | Independent Director | | Krishna Shivram (2) | I | 63 | Independent Director | | Anil Tammineedi (2), (3) | II | 49 | Independent Director | | Laura D’Andrea Tyson (1), (3) | I | 78 | Independent Director | | Arun Narayanan | I | 51 | Chief Executive Officer and Director |

  4. Information Regarding Director Nominees and Continuing Directors

    _______________ (1)Member of the Audit Committee. (2)Member of the Compensation Committee. (3)Member of the Nominating Committee.

  5. Class II Director Nominees

    Class II Director Nominees

  6. Class II Director Nominees

    | | 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. | Chief Executive Officer and Member of Board of Directors at World Kinect Corp. (f/k/a World Fuel Services Corporation) (NYSE: WKC), a global energy management company offering fulfillment and related services to customers in the aviation, marine and land transportation industries, January 2026 – present • President, October 2025 – December 2025 • President and Chief Financial Officer, April 2025 – October 2025 • Executive Vice President and Chief Financial Officer, 2007 – April 2025 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 |

  7. Class II Director Nominees

    | | ADAM E. DALEY INDEPENDENT DIRECTOR MEMBER, AUDIT COMMITTEE MEMBER, 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: 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 Double Eagle Energy Holdings V, LLC, an energy exploration, development and production company, 2024 – present EDUCATION BS, Finance, with High Honors from the University of Illinois |

  8. Class II Director Nominees

    | | ANIL TAMMINEEDI INDEPENDENT DIRECTOR MEMBER, 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: 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 REsurety (observer), a data analytics and transactional platform for clean energy, 2024 – present Azzo, an Australia-based energy management software and integrator focused on commercial and industrial customers, 2024 – present IND Technology, an Australia-based radio-frequency sensor company focused on early fault detection in electric transmission and distribution grid infrastructure to help prevent wildfires and improve reliability, 2025 – present EDUCATION MBA, UCLA Anderson School of Management MS, Electrical and Computer Engineering, Iowa State University Kauffman Fellow |

  9. Class II 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 II director nominee set forth above.

  10. Class I Directors Continuing in Office

    Class I Directors Continuing in Office

  11. Class I Directors Continuing in Office

    | | KRISHNA SHIVRAM INDEPENDENT DIRECTOR CHAIR, 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 GulfMark Offshore Inc. (formerly, NYSE: GLF), an offshore supply vessel operator, 2017 – 2018 | | | EDUCATION | | | Bachelor of Commerce, Mumbai University Chartered Accountancy Degree, Institute of Chartered Accountants of India |

  12. Class I Directors Continuing in Office

    | | 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 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 from 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. | 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 EDUCATION BA, Economics, Smith College Ph.D., Economics, Massachusetts Institute of Technology |

  13. Class I Directors Continuing in Office

    | | ARUN NARAYANAN DIRECTOR AND CHIEF EXECUTIVE OFFICER | | PROFILE | CAREER HIGHLIGHTS | | Mr. Narayanan has served as a member of our Board since December 2025. Mr. Narayanan is qualified to serve as a director due to his experience as Stem’s Chief Executive Officer and extensive software expertise and leadership experience. | Chief Executive Officer of Stem (NYSE: STEM), January 2025 – present Chief Executive Officer at RES Digital Solutions, a division of RES, a global independent renewable energy company, 2024 – 2025 Chief Digital Officer at RES, 2023 – 2024 Chief Data Officer at Anglo American plc, a global mining company, 2018 – 2023 Various strategy, digital, technical, and management positions at SLB (formerly Schlumberger Limited) (NYSE: SLB), a global technology company, 1997 – 2018 | | | EDUCATION | | | Bachelor of Engg. (Computer Engg.), University of Mumbai MS, Computer Science, Iowa State University of Science and Technology MBA, University of Houston MBA, University of Texas |

  14. Class III Directors Continuing in Office

    Class III Directors Continuing in Office

  15. Class III Directors Continuing in Office

    | | DAVID BUZBY INDEPENDENT CHAIRMAN OF THE BOARD | | 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 Wondrwall 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. IV (Nasdaq: SVIV), a special purpose acquisition company focused on sustainability, 2026 – present Spring Valley Acquisition Corp. III (Nasdaq: SVAC), a special purpose acquisition company focused on sustainability, 2025 – present Spring Valley Acquisition Corp. II (Nasdaq: SVIIU), a special purpose acquisition company focused on sustainability, 2022 – 2026 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 |

  16. Class III 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 |

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation paid to our NEOs:

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Arun Narayanan(5) Chief Executive Officer | 2025 | $520,266 | $743,079(8) | $791,213 | — | $13,690 | $2,068,248 | | David Buzby Former Interim Chief Executive Officer and Executive Chair(6) | 2025 | $173,089 | — | $81,747 | $10,075 | — | $264,911 | | | 2024 | $376,062 | $320,548 (7) | $140,000 | $164,000 | $11,708 | $1,012,318 | | Michael Carlson President, Managed Services & OEM Hardware | 2025 | $430,373 | $379,923 | $525,965 | $29,095 | — | $1,365,356 | | | 2024 | $418,269 | — | $397,000 | $282,108 | — | $1,097,377 | | Saul R. Laureles Chief Legal Officer and Corporate Secretary | 2025 | $410,223 | $376,424 | $525,965 | $29,095 | $8,608 | $1,350,315 | | | 2024 | $401,200 | — | $348,000 | $232,324 | $7,385 | $981,524 |

  19. Summary Compensation Table

    _______________ (1)Amounts reflect salary actually paid to the NEOs in the years shown. Amounts for Mr. Buzby reflect: (a) for 2024, (i) $289,062 for his role as Interim CEO and Executive Chair of the Board and (ii) $87,000 for his role as non-executive Chair of the Board; and (b) for 2025, (i) $57,900 for his role as Interim CEO and Executive Chair of the Board and (ii) $115,189 for his role as non-executive Chair of the Board. Amount shown for Mr. Buzby for 2024 in Stem’s 2025 Proxy Statement inadvertently omitted the $87,000 paid to Mr. Buzby for his role as non-executive Chair of the Board. (2)Stock awards granted to Mr. Buzby were granted in connection with his role as non-executive Chair of the Board. See “Director Compensation” for additional detail. For 2024, amounts reflect the aggregate grant date fair value of time-vested RSUs. For 2025, amounts reflect the aggregate grant date fair value of long-term equity awards, including time-vested RSUs and performance-based PSUs. See “Long-Term Equity Incentive Awards” for additional detail. We calculate the grant date fair value of these awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), and in the case of RSUs, based on the closing price of our common stock on the date of grant, and in the case of PSUs, based on the probable outcome of the performance conditions using a Monte Carlo simulation valuation method. 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 14, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding these amounts. (3) Option awards granted to Mr. Buzby were granted in connection with his role as Interim CEO and Executive Chair of the Board. 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. These amounts reflect an accounting grant date value of such awards and such amounts do not correspond to actual value that may be realized by the NEOs in the future. A 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 14, “Stock-Based Compensation,” to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. (4) Amounts reflect (i) for Messrs. Narayanan and Laureles, 401(k) matching contributions and (ii) for Mr. Buzby, amounts paid for temporary housing in San Francisco. (5) Mr. Narayanan was appointed as Chief Executive Officer on January 27, 2025. (6) Mr. Buzby served as Interim CEO and Executive Chair of the Board until January 27, 2025, at which time Mr. Buzby returned to his role as non-executive Chair of the Board. For so long as Mr. Buzby served as Executive Chair and Interim CEO, he was not entitled to any additional cash compensation for his service as non-executive Chair of the Board. Amounts received by Mr. Buzby in his respective roles as (a) Interim CEO and Executive Chair of the Board and (b) non-executive Chair of the Board, are itemized in respective footnotes. Mr. Buzby’s compensation for his role as non-executive Chair and member of the Board is further described in “Director Compensation.” (7) Amount reflects a guaranteed minimum payout for fiscal 2024 bonus, in accordance with the terms of Mr. Buzby’s amended executive employment agreement, which amended the end date of the term during which Mr. Buzby was eligible to earn a bonus from December 31, 2024 to January 25, 2025, resulting in a higher bonus paid than what was reported last year. (8) Amount reflects (i) $50,000 sign on bonus in accordance with the terms of Mr. Narayanan’s executive employment agreement; and (ii) $693,079 paid in accordance with the 2025 Annual Incentive Plan (the “2025 AIP”).

  20. Outstanding Equity Awards at 2025 Fiscal-Year End

    Outstanding Equity Awards at 2025 Fiscal-Year End The following table sets forth additional information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025:

  21. Outstanding Equity Awards at 2025 Fiscal-Year End

    | | | Option Awards | | | | | Stock Awards (1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)* | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)(12) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)* | | Arun Narayanan | 1/27/2025 | — | — | — | | — | 48,750 | $733,688 | — | — | | | 6/30/2025 | — | — | — | | — | 8,125 | $122,282 | 24,375 | $366,844 | | David Buzby | 11/1/2018 (2) | 1,186 | — | | 45.40 | 11/1/2028 | — | — | — | — | | | 8/28/2024 (3) | 20,000 | — | | 20.00 | 8/28/2034 | — | — | — | — | | | 1/14/2025 (4) | 3,333 | — | | 25.00 | 1/13/2035 | — | — | — | — | | | 6/4/2025 (5) | — | — | — | | — | 7,486 | $112,664 | — | — |

  22. Outstanding Equity Awards at 2025 Fiscal-Year End

    | Michael Carlson | 9/26/2022 (6) | 1,245 | 420 | $256.60 | 9/26/2032 | 305 | $4,590 | — | — | | | 2/15/2023 (7) | 3,364 | 1,735 | $205.00 | 2/15/2033 | 1,342 | $20,197 | — | — | | | 2/15/2024 (8) | 1,822 | 3,644 | $67.40 | 2/15/2034 | — | — | — | — | | | 5/28/2024 (8) | — | — | — | — | 7,084 | $106,614 | — | — | | | 6/30/2025 (9) | — | 5,500 | $6.23 | 6/30/2035 | 13,750(10) | $206,938 | 8,250 | $124,163 | | | 7/28/2025 (9) | — | — | — | — | 15,000(11) | $225,750 | 15,000 | $225,750 | | Saul Laureles | 5/28/2021 (6) | 1,726 | — | $506.80 | 5/28/2031 | — | — | — | — | | | 3/1/2022 (6) | 4,239 | 1,412 | $186.60 | 3/1/2032 | 904 | $13,605 | — | — | | | 2/15/2023 (7) | 4,486 | 2,313 | $205.00 | 2/15/2033 | 1,790 | $26,940 | — | — | | | 2/15/2024 (8) | 1,501 | 3,000 | $67.40 | 2/15/2034 | — | — | — | — | | | 5/28/2024 (8) | — | — | — | — | 5,834 | $87,802 | — | — | | | 6/30/2025 (9) | — | 5,500 | $6.23 | 6/30/2035 | 13,750(10) | $206,938 | 8,250 | $124,163 | | | 7/28/2025 (9) | — | — | — | — | 15,000(11) | $225,750 | 15,000 | $225,750 |

  23. Outstanding Equity Awards at 2025 Fiscal-Year End

    * Market values in these columns were determined by multiplying the number of shares of stock by $15.05, the closing price of our common stock on December 31, 2025. (1)A portion of PSUs vests if the rolling average volume-weighted average price (VWAP) of the Company’s common stock for any sixty trading-day period equals or exceeds a stock price target criteria. (2)Mr. Buzby’s stock options vested in twelve equal monthly installments, beginning on January 1, 2019. (3) Mr. Buzby’s stock options vested in six equal monthly installments, subject to his continuing service as Executive Chair through the applicable vesting date. (4) Mr. Buzby’s Stock Options vested in full on January 26, 2025. (5) 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. (6) Mr. Carlson’s and Mr. Laureles’s respective Stock Options and RSU grants will each vest in equal annual installments over a period of 4 years beginning one year following the grant date. (7) Mr. Carlson’s and Mr. Laureles’s respective Stock Options and RSU grants will each vest in equal annual installments over a period of 3 years beginning one year following the grant date. (8) Mr. Carlson’s and Mr. Laureles’s respective Stock Options and RSU grants will each vest in equal annual installments over a period of 3 years beginning on March 7, 2025. (9) Mr. Carlson’s and Mr. Laureles’s (i) respective Stock Options and RSU grants will each vest in equal annual installments over a period of 3 years beginning on August 7, 2026; and (ii) respective PSU grants will vest, subject to achievement of performance metrics described in Footnote 12 to this table, in equal annual installments over a period of 3 years beginning on June 30, 2026. (10) Mr. Carlson’s and Mr. Laureles’s respective shares reflect 11,000 in RSUs that have not vested and 2,750 in PSUs that were earned in 2025 but will have a vesting date of the first anniversary of the grant date. (11) Mr. Carlson’s and Mr. Laureles’s respective shares reflect 10,000 RSUs that have not vested and 5,000 PSUs that were earned in 2025 but will have a vesting date of the first anniversary of the grant date. (12) Units in this column reflect PSUs for which the performance metrics have not yet been met and assume maximum performance of 200%. If the rolling average VWAP of the Company’s common stock for any sixty trading-day period equals or exceeds (i) $30.00, then the PSUs vest 100% (target performance) and (ii) $50.00, then the shares vest 200% (maximum performance). A 50% portion of the original award for each award listed in this column have been earned and are unvested and are shown in the column titled “Number of Shares or Units of Stock That Have Not Vested”. See “—Long-Term Equity Incentive Awards” for details on PSU vesting mechanics.

  24. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each NEO 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 Amended & Restated 2024 Equity Incentive Plan). Employment Agreements Arun Narayanan: We entered into an executive employment agreement with Mr. Narayanan in connection with his appointment as CEO. Under his Employment Agreement, Mr. Naraynan received an annualized base salary of $575,000, less applicable taxes, payroll deductions and withholdings. In connection with his service, he also received (a) a sign-on cash bonus of $50,000, subject to repayment under certain circumstances; (b) a sign-on equity award of (i) 11,250 RSUs, which vest ratably in two equal annual installments, with the first 50% vesting on March 7, 2026, and (ii) 7,500 PSUs, which vest ratably in two equal annual installments, with the first 50% vesting on March 7, 2026, subject to achievement of performance metrics; and (c) an initial long-term incentive equity award, in the form of 37,500 RSUs, which vest ratably in three equal annual installments, with the first 33% vesting on March 7, 2026, and 25,000 PSUs, which vest ratably in three equal annual installments, with the first 33% vesting on March 7, 2026, subject to achievement of performance metrics. In addition, Mr. Narayanan was eligible to receive a cash incentive award under the Company’s annual incentive plan with a target bonus opportunity of 100% of his annual base salary, to be prorated for 2025. David Buzby: In connection with Mr. Buzby continuing to serve as Interim Chief Executive Officer and Executive Chair through January 26, 2025, Mr. Buzby entered into an amendment to his executive employment agreement with the Company (as amended, the “Amended Agreement”). Under the Amended Agreement, Mr. Buzby received an annualized base salary of $600,000, prorated for his service as Interim CEO and Executive Chair in 2025. Mr. Buzby 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, prorated for his service as Interim CEO and Executive Chair in 2024 and 2025, and (b) a grant of 3,333 stock options, at an exercise price equal to fair market value on the date of grant, which vested in full on January 26, 2025. Mr. Buzby served as Interim CEO and Executive Chair until the Board appointed Mr. 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. 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. Saul R. Laureles: We entered into an employment agreement with Mr. Laureles in 2021, which provided for his initial compensation and benefits, including an initial base salary, annual bonus opportunity, and initial equity awards. Mr. Laureles’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. Narayanan’s, Mr. Carlson’s and Mr. Laureles’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) in the cases of Messrs. Carlson and Narayanan, an amount equal to twelve months of annual base salary in effect immediately prior to termination and in the case of Mr. Laureles, an amount equal to nine months 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, in the case of Messrs. Narayanan and Laureles, up to nine months following the date of termination and in the case of Mr. Carlson, up to twelve months following the date of termination; and (v) for Messrs. Carlson and Narayanan, 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, in the case of Mr. Laureles, one times the sum of his annual base salary plus target bonus and in the case of Messrs. Carlson and Narayanan, two 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, in the case of Messrs. Narayanan and Laureles, up to twelve months following the date of termination and in the case of Mr. Carlson, up to eighteen 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. 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: • 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); • 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);

  25. 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; • arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to the award; • 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 • 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. 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 Amended & Restated 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: • 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; • 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); • 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; • arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the award; • 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 • 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. 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.

  26. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The Company has prepared this disclosure in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”) and does not necessarily reflect value actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Executive Compensation” beginning on or around page 40.

  27. 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, 2025, 2024 and 2023 along with the required financial information required for each fiscal year (note that “SCT” refers to Summary Compensation Table amounts):

  28. Pay Versus Performance Table

    | Year | SCT Total for Former CEO (Carrington) $ | Compensation Actually Paid to Former CEO (Carrington) $(1) | SCT Total for Former Interim CEO (Buzby) $ | Compensation Actually Paid to Former Interim CEO (Buzby) $(1) | SCT Total for CEO (Narayanan) $ | Compensation Actually Paid to CEO (Narayanan) $(1) | Average SCT Total for Non-CEO NEOs $(2) | 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) $ | | 2025 | — | — | 264,911 | 307,553 | 2,068,248 | 2,370,091 | 1,357,836 | 1,623,284 | 8.42 | 137.8 | | 2024 | 2,296,957 | (3,541,104) | 1,012,318 | 824,094 | — | — | 1,138,587 | 816,569 | 6.74 | (854.0) | | 2023 | 3,884,232 | (6,086,830) | — | — | — | — | 3,154,648 | 380,032 | 43.40 | (140.4) |

  29. Pay Versus Performance Table

    (1) Deductions from, and additions to, total compensation in the Summary Compensation Table for 2025 to calculate Compensation Actually Paid include:

  30. Pay Versus Performance Table

    | | 2025 | | | | | David Buzby | Arun Narayanan | Average Other NEOs (2) | | Total Compensation from Summary Compensation Table | $264,911 | $2,068,248 | $1,357,836 | | Adjustments for Equity Awards | | | | | Adjustment for grant date values in the Summary Compensation Table | $(91,822) | $(791,213) | $(555,060) | | Year-end fair value of unvested awards granted in the current year | $112,664 | $1,093,056 | $725,129 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $— | $— | $26,106 | | Fair values at vest date for awards granted and vested in current year | $37,253 | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(15,453) | $— | $69,274 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | | Total Adjustments for Equity Awards | $42,642 | $301,843 | $265,449 | | Compensation Actually Paid (as calculated) | $307,553 | $2,370,091 | $1,623,284 |

  31. 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. (2) The other NEOs in each covered year were as follows: •2025: Michael Carlson, Saul Laureles • 2024: Doran Hole, Michael Carlson • 2023: William Bush, Saul Laureles, Alan Russo, Prakesh Patel

  32. 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: •Cumulative TSR •Net Income

  33. 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 2025, 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 third 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.

  34. DIRECTOR COMPENSATION

    | Position | Cash Retainer ($) | | Board Member | 60,000 | | Additional Retainers | | | Chairman of the Board | 45,000 | | 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 |

  35. 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 $81,747, 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 2025, each non-employee director was awarded 7,486 RSUs, which will vest in full on August 7, 2026. The 2025 director grant value of $81,747 was 26% lower than the 2024 director grant value of $110,236. The following table shows total compensation received by our non-employee directors for their service in 2025, calculated in accordance with SEC rules. Mr. Narayanan does not receive any separate compensation for his service as a director. Mr. Buzby’s compensation for his service as a non-employee director in 2025 after he ceased serving as Executive Chair and Interim CEO is included in the Summary Compensation Table above in accordance with SEC rules and thus he is not included in the table below. For information on Messrs. Narayanan’s and Buzby’s compensation for 2025, see “Executive Compensation.”

  36. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  37. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Adam E. Daley | $88,939 | $81,747 | – | – | $170,686 | | Anil Tammineedi | $163,138 | $81,747 | – | – | $244,885 | | Laura D’Andrea Tyson | $165,138 | $81,747 | – | – | $246,885 | | Ira Birns | $92,569 | $81,747 | – | – | $174,316 | | Vasudevan (Vasu) Guruswamy | $66,735 | $109,871 | – | – | $176,606 | | Krishna Shivram | $69,236 | $109,871 | – | – | $179,107 |

  38. 2025 Non-Employee Director Compensation Table

    | Gerard Cunningham (2) | $15,000 | – | – | – | $15,000 | | Jane Woodward (3) | $5,833 | – | – | – | $5,833 |

  39. 2025 Non-Employee Director Compensation Table

    (1)Amounts reported for all directors 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 June 4, 2025 (the grant date of the RSUs) of $10.92. 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, 2025, none of our non-employee directors held outstanding equity awards, other than those shown in the table above, except for Mr. Buzby who holds 24,519 stock options, a portion of which were awarded before the Merger and the remaining portion of which were awarded in connection with his role as Interim CEO and Executive Chairman. (2)Mr. Cunningham resigned from the Board effective February 28, 2025. (3)Ms. Woodward resigned from the Board effective January 31, 2025. 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. 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.