Stem (STEM) Proxy Filing summary

Executive summary

• The Board recommends FOR all seven 2025 annual meeting proposals, including a 4 million-share equity plan increase, say-on-pay, and a potential reverse stock split.

Voting matters and shareholder proposals

• Proposal 1 seeks election of two Class I director nominees to terms ending at the 2028 annual meeting; Proposal 2 seeks 4 million additional plan shares and an extension of the plan term.

• Proposal 3 seeks advisory approval of NEO compensation; Proposal 4 seeks ratification of Deloitte & Touche LLP for FY2025.

• Proposal 5 seeks approval for a 10:1 to 20:1 reverse split; Proposal 6 seeks a related authorized-share reduction, conditional on Proposal 5.

• Proposal 7 seeks authority to adjourn the annual meeting, if needed, to solicit additional proxies.

Executive compensation and say-on-pay

• At the 2024 annual meeting, ~62% of votes cast supported the 2023 NEO pay program; 23 of the 30 largest stockholders supported it, while 59.4% of shares were voted and loaned shares were not voted.

• July 2024 outreach invited 24 large stockholders representing 50% of common stock; 3 accepted, representing 14%. Two discussed compensation and supported the program; none raised substantive concerns.

• Outreach did not directly change the 2024 NEO program; for 2025, performance-based stock units were introduced for the CEO and other executives.

• 2024 NEO equity grant values were 54%-65% below 2023, excluding executives hired in 2024; 2025 grant values are expected to be significantly below 2023.

• Three-year average net equity share burn was 4.3% versus 6.4% gross; excluding shares issued in lieu of cash bonuses for 2023 performance, the net average would be 3.7%.