Stem, Inc. Announces Board Changes and Officer Compensation Details

TL;DR

STEM board shakeup: Johnson out, Smith & Miller in. Officer pay details also filed.

AI Summary

On September 11, 2024, Stem, Inc. announced changes to its Board of Directors, including the departure of director Robert T. Johnson and the appointment of two new directors, Michael E. Smith and David A. Miller. The company also disclosed compensatory arrangements for certain officers, though specific details were not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in strategic direction or governance, while details on officer compensation are crucial for understanding executive incentives and potential dilution.

Risk Assessment

Risk Level: medium — Board changes and undisclosed officer compensation details can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

• Stem, Inc. (company) — Registrant
• Robert T. Johnson (person) — Departing Director
• Michael E. Smith (person) — Appointed Director
• David A. Miller (person) — Appointed Director
• 0001758766-24-000166 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 STEM New York Stock Exchange Indicate
• $600,000 — ll receive an annualized base salary of $600,000, less applicable taxes, payroll deducti
• $1 — tock options, with an exercise price of $1.00, vesting ratably each month over the
• $6,700 — emporary housing expenses not to exceed $6,700 per month and reasonable travel and tra

Filing Documents

• stem-20240911.htm (8-K) — 39KB
• exhibit99-pr11.htm (EX-99) — 14KB
• 0001758766-24-000166.txt ( ) — 181KB
• stem-20240911.xsd (EX-101.SCH) — 2KB
• stem-20240911_lab.xml (EX-101.LAB) — 21KB
• stem-20240911_pre.xml (EX-101.PRE) — 12KB
• stem-20240911_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 16, 2024, Stem, Inc. (the " Company ") announced that Mr. John Carrington stepped down as Chief Executive Officer of the Company and as a member of the Company's board of directors (the " Board "), effective September 11, 2024. Mr. Carrington will serve as a strategic advisor to the Company from September 11, 2024 through December 31, 2024 (the " Transition Period ") in order to facilitate an orderly transition. The Company and Mr. Carrington are negotiating a severance agreement, as well as a transition services agreement for his service during the Transition Period. Upon the execution of such agreements, the Company will file an amendment to this report. In addition, on September 16, 2024, the Company announced that on September 11, 2024, the Board appointed the Board's current Chairman and Executive Chair, Mr. David Buzby, age 64, as the Company's interim Chief Executive Officer ("Interim CEO"), effective September 11, 2024. After his appointment as Interim CEO, Mr. Buzby will continue to serve as the Chairman of the Board and Executive Chair. Mr. Buzby serves as 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. Prior to joining Wondrwall in November 2023, he served as an investment advisory committee member at the PRIME Coalition, a 501(c)(3) charity focused on accelerating climate technology, from April 2016 through May 2022. He also has served as the Chief Executive Officer of Bright Plain Renewable Energy, LLC, a company focused on the acquisition and management of solar projects from May 2011 through January 2016. Mr. Buzby holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Middlebury College. On September 16, 2024, Mr.

01

Item 7.01 Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing the leadership change described above. A copy of the press release is furnished as Exhibit 99 hereto and incorporated into this Section 7.01 by reference. The information in this Item 7.01 (including Exhibit 99) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished as part of this report: Exhibit No. Description 99 Stem, Inc. Press Release dated September 1 6 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STEM, INC. Date: September 16, 2024 By: /s/ Saul R. Laureles Name: Saul R. Laureles Title: Chief Legal Officer and Corporate Secretary _____________________________________________________________________________________________ 4

View Full Filing

View this 8-K filing on SEC EDGAR