Bloom Energy Corp PRE 14A, filed Mar 20, 2025

Bloom Energy Corp (BE)

PRE 14A 2025-03-20 For: 2024-12-31

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☑			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12




☑			No fee required

☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-1 1


Letter to Our Stockholders from Our Chairman and CEO		1
Letter to Our Stockholders from Our Lead Independent Director		3
Notice of Annual Stockholder Meeting		5
Our Business and Strategy		8

Year in Review		13
	2024 Financial Highlights	13
	2024 B usiness Highlights	14
	Governance Highlights	15
	Executive Compensation Highlights	19
Corporate Governance		20

	Proposal 1 — Election of Directors	20
	How We Build an Effective Board	21
	Our Nominees and Board of Directors	29
	Our Board’s Oversight Role and Responsibilities	38
	Our Board and Governance Structure	42
	Board Effectiveness	50
	Engagement With Our Stockholders	53
	Board Processes and Policies	54
	Related Party Transactions	55
	Director Compensation	56
Senior Management Team		59
	Additional Key Executives	62

	Proposal 2 — Advisory Approval of Named Executive Officer Compensation	63
Executive Compensation		64
	Compensation Discussion and Analysis	64
	Executive Summary	64
	Compensation Philosophy and Objectives	66
	Executive Compensation Best Practices	68
	Compensation Decision-Making Process	69
	Executive Compensation Program Design	72
	Principal Elements of Compensation	73
	Compensation Committee Report	82
	202 4 Summary Compensation Table	83
	202 4 Grants of Plan-Based Awards Table	84
	202 4 Outstanding Equity Awards at Fiscal Year-End	85
	202 4 Option Exercises and Stock Vested Table	87
	2024 Non-Qualified Deferred Compensation Table	87
	Pension Benefits	88
	Potential Payments on Termination or Change in Control	88
	Pay Ratio Disclosure	90
	P ay Versus Performance Table	91


Audit Matters		95

	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	95
	Our Decision to Engage Deloitte	95
	Principal Accountant Fees and Services	96
	Pre-Approval Policies and Procedures	96
	Audit Committee Report	97


	Proposal 4 — Approval of an Amendment to our Restated Certificate of Incorporation to Add Officer Exculpation Provisions and Remove Outdated References to Class B Common Stock	98
	Overview	98
	Purpose and Effect of the Amendment	100
Security Ownership and Related Stockholder Matters		102
	Directors and Executive Officers	103
	Voting Agreements	103
	Delinquent Section 16(a) Reports	104
	Equity Compensation Plan Information	104
Stockholder Proposals and Nominations		105
	Rule 14a-8 Stockholder Proposals	105
	Stockholder Nominations and Other Proposals	105
User Guide		106
	Questions and Answers About These Proxy Materials, the Annual Meeting, and Voting	106
Other Matters		110
Appendix A – Unaudited Reconciliations from GAAP to Non-GAAP		A-1
Appendix B – Proposed Amendment to Bloom Energy’s Restated Certificate of Incorporation		B-1


☑ Filed by the Registrant			☐ Filed by a party other than the Registrant


Letter to Our Stockholders from Our Lead Independent Director


			Sincerely, Jeffrey Immelt Lead Independent Director April , 2025



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 14, 2025. The Notice, Proxy Statement, and 2024 Annual Report on Form 10-K are available at www.proxyvote.com.



			Frequently Requested Information

			D irecto r Skills and Experience			21
			Director Biographies			29
			Director Independence			52
			Board Leadership Structure			44
			Board Processes and Policies			54
			Director Compensation			56
			Senior Management Team			59
			Compensation Discussion and Analysis			64
			2024 Summary Compensation Table			83
			Security Ownership			102


The Company is uniquely positioned to lead – translating decades of work into innovative power solutions that will help shape the future of energy.To achieve our mission of energy abundance without compromises, we strive to:


BE Bold We challenge the status quo using a considered, data-driven approach to exceed our customers’ needs and solve their most complex problems.


BE Inspired Our passion for our planet pushes us to deliver world-leading energy solutions. Our compassion and desire to do the right thing establishes trust and delivers excellence across the products we build and the customers we serve.


BE Agile We learn quickly and embrace entrepreneurship to adapt nascent ideas into best-in-class products that enable scalable, low-cost energy transformation.


These shared values are what power our team to create a more sustainable energy future.



			Be Flexible Platform Enhancements

			Our customers have an urgency to procure energy, and our Energy Server solutions are increasingly being configured as microgrids operating independently of the grid. To meet this need, we have made changes to our column design and manufacturing process for all new products moving forward to better accommodate load following capability aligned with the needs of our microgrid customers as well as customers such as AI data centers and utilities with load variability requirements.



			Demand for Power is Increasing, Driven by Data Centers and Artificial Intelligence			Peak power demand is expected to grow by 151 GW (17%) over the next 10 years, the highest levels in decades.(1) Demand is driven by several factors, including electricity use by data centers, driven by AI, cloud computing, and crypto-mining operations; the re-shoring of manufacturing in the U.S.; EV growth; and electrification generally.


			Time to Power is Growing in Importance as Demand Outstrips Supply			A Lawrence Berkeley National Laboratory report in 2024 found that there is nearly 2,600 GW of new electric capacity in existing interconnection queues. The time to complete significant transmission and distribution system upgrades needed to ensure grid reliability and deliverability remain bottlenecks to entry. Independent estimates indicate that to meet growing electricity demands, there may need to be a 60% increase in transmission capacity by 2030. We believe behind-the-meter, on-site distributed power generation is critical to provide the necessary power quickly.


			Co-locating Large Loads with Distributed Generation Configured as Islanded Microgrids are Gaining in Traction to Bypass Long Interconnection Queues and Transmission Upgrades			Our islanded microgrid(2) solutions allow customers to skip the interconnection queue and start construction as transmission and distribution grid upgrades are not needed. Our Be Flexible load following capability allows us to serve customers with variable loads without the need to export excess power to the grid. Our solutions can serve as an energy transmission asset, helping utility companies serve their customers, avoid or delay costs to build new infrastructure, and better allocate the costs of supplying energy to their largest users rather than ratepayers generally.


			Utilities are Turning to Distributed Energy Solutions to Decrease their Customers’ Time to Power			Building new transmission and distribution infrastructure is expensive and time consuming. As demand for power continues to grow, and time to power becomes increasingly important, utilities are exploring alternative means of producing and supplying energy to their end customers, including our Energy Server systems. We expect more utility customers in the future to supplement their power generation with Bloom solutions deployed front of the meter for their entire rate base or as an onsite power solution for a specific customer. As we reduce our product costs, and utility rates continue to increase, we expect our energy solutions to become more cost competitive in more countries, communities and industries around the world.


			Fuel Flexible Solutions Address Reliability Concerns as well as Near- and Long-term Sustainability Considerations			Impacts from extreme weather events have placed further strain on aging utility infrastructure, leading to periods of power outages for those reliant on the grid. Simultaneously, in response to the threat of climate change, companies and governments have set ambitious emissions goals to reduce the release of CO2 to the atmosphere. However, projected large increases in demand for power and limited new transmission infrastructure are challenging access to prevailing carbon reduction trajectories. These constraints have created demand for clean, reliable off-grid power. Our Energy Server systems have up to “five nines” (99.999%) availability using a microgrid solution which enables their use to support critical infrastructure while avoiding use of dirtier and less efficient conventional combustion solutions like turbines and engines. Deeper decarbonization potential on our Energy Server systems is enabled through fuel flexibility, CHP offerings and CCUS capability.


Indispensable Technology in the AI Data Center Market:
The data center market is facing significant growth and power challenges due to the increase of AI and EV loads. Due to our ability to deliver clean, reliable, and onsite power in months instead of years, this sector has become an important component of our pipeline. With our Be Flexible offering and our CHP application designed for heat capture, our products are well-positioned to serve this market with dynamic load following, power stability, and the modularity and fuel flexibility to advance the data center market into the hydrogen-fueled infrastructure of the future.

Signed Landmark 1GW Agreement with American Electric Power:
In November, we entered into a supply agreement with American Electric Power (“AEP”) for up to 1 gigawatt (“GW”) of our fuel cells, the largest commercial procurement of fuel cells in the world to date. As part of this agreement, AEP has placed an order for 100 megawatts (“MW”) of fuel cells with further expansion orders expected in 2025.

Largest Single Site Fuel Cell Installation in Korea:
In November, we announced a project with SK Eternix to deliver our fuel cells to the largest single-site installation to date in history. The 80MW project is funded by Korea Development Bank and is expected to begin commercial operations in 2025.

Strengthened Management Team:
We made significant additions to our management team in 2024 that we believe positions the Company for future growth. In January, Aman Joshi joined our team as our Chief Commercial Officer, and in April, Daniel Berenbaum joined Bloom as our Chief Financial Officer and Karen Maxwell joined as our Head of Quality and Reliability. In December, Natalie Sunderland joined us as our Chief Marketing Officer.


Director Nominee		Primary Occupation	Career Highlights
Nominees for Election as Class I Directors

	Mary K. Bush Age 76 Director Since 2017 AC–C*	President, Bush International, LLC	•30+ years advising corporations and U.S. and foreign governments •Held several Presidential appointments in banking and international finance


	Gary Pinkus Age 59 Director Since 2024 CC–M	Senior Partner, McKinsey & Company	•35+ years at McKinsey & Company and now Chairman of its North America operations •Co-founder of McKinsey’s Private Equity & Principal Investors Practice •2022 recipient of Top Consultants Lifetime Achievement Award from Consulting Magazine


	KR Sridhar Age 64 Director Since 2002	Founder, Chairman & CEO, Bloom Energy	•20+ years at Bloom Energy as Founder, Chairman & CEO •Former Professor of Aerospace and Mechanical Engineering •Former advisor to NASA

Continuing Class II Directors

	Barbara Burger Age 64 Director Since 2024 NC–M	Adviser to multiple energy companies and investment firms	•30+ years at Chevron focusing on energy innovation and decarbonization technologies •Former Vice President, Innovation and President, Chevron Technology Ventures


	Jeffrey Immelt Lead Independent Director Age 69 Director Since 2019 CC–C	Venture Partner, New Enterprise Associates, Inc. Former Chairman & CEO, General Electric	•15+ years leading General Electric as CEO/Chair •Named one of the “World’s Best CEOs” 3x by Barron’s •Former Chair of the President’s Council on Jobs and Competitiveness under the Obama Administration


	Eddy Zervigon Age 56 Director Since 2007 AC–M* NC–C	CEO, Quantum Xchange	•Former CPA at PwC •15 years as a Managing Director at Morgan Stanley where he worked with us during our early growth stages •CEO of Quantum Xchange, a cybersecurity company

Continuing Class III Directors

	Michael J. Boskin Age 79 Director Since 2019 AC–M NC–M	Professor of Economics & Hoover Institution Senior Fellow, Stanford University	•50+ years as Stanford University faculty member •Former chairman of the President’s Council of Economic Advisors •20+ years on ExxonMobil board


	John T. Chambers Age 75 Director Since 2018 CC–M	Founder & CEO, JC2 Ventures Former Chairman & CEO, Cisco	•20+ years leading Cisco Systems as CEO/Chair •Global Ambassador of the French Tech •Named a “Best-Performing CEO in the World” from Harvard Business Review and received the “Edison Achievement Award for Innovation.”


	Cynthia (CJ) Warner Age 66 Director Since 2023 AC–M* NC–M	Former President and CEO, Renewable Energy Group	•Former President and CEO of Renewable Energy Group, a leading international producer of low carbon, bio-based diesel •Named “Director of the Year, Corporate Governance” by the Corporate Directors’ Forum in 2023 and “Alumni of the Year, 2023” by Vanderbilt University


Table of Contents



			Governance			The Board added two new directors, Gary Pinkus and Barbara Burger, increasing the size of the Board to 9 members. The Board also approved changes to the Company’s Bylaws, governance guidelines, and code of conduct.


			Sales and Commercial Execution			Members of the Board held a number of informal meetings with the Company’s new Chief Commercial Officer to discuss the sales pipeline, deal dynamics and deal closures, process enhancements and team build-out, and entry into new markets, among other topics.


			Policy and Sustainability			The Board reviewed important regulatory and public policy developments impacting the Company’s business, including the expiration of the Investment Tax Credit at the end of 2024 with respect to fuel cells running on non-zero carbon fuels.


			Compensation			The independent directors of the Board approved the “2025 Equity Package” and “One-Time Grant” for the Company’s Founder, Chairman, and CEO, KR Sridhar, as described in the Compensation Discussion and Analysis section of this Proxy Statement.


			Capital Markets and Liquidity			In May, the Board approved the 3% Green Convertible Senior Notes due June 2029 with an aggregate principal amount of $402.5 million.


6	5	5	4

Board Meetings Directors also participated on calls in between formal meetings	Audit Committee Meetings	Compensation Committee Meetings	Nominating Committee Meetings


Conferences	Investor Meetings	Topics Discussed
16	400+	Financial Performance Strategic Positioning Operational Priorities	Corporate Governance Executive Compensation Sustainability


Governance Practices

Independent Leadership			Strong Lead Independent Director with robust and transparent authority and clearly defined responsibilities
			100% independent Board committees
			Majority independent Board (8 out of 9 directors are independent)
			Regular executive sessions of independent directors at Board and committee meetings


Regular Board Assessments			Annual Board, committee, and director performance assessments through self-evaluations conducted by an independent third party
			Annual review of combined chair/CEO leadership structure


Active and Engaged Oversight			Board- and committee-level oversight of sustainability matters and reporting, including a sustainability report that aligns with TCFD and SASB disclosure principles
			Year-round engagement program for proactive outreach to understand stockholder perspectives, including one-on-one meetings and numerous investor relations touchpoints with feedback regularly reported to the Board
			Regular sessions of directors outside of the planned quarterly meetings
			Overboarding limits on outside board service (including Bloom: 5 boards for directors generally; 3 boards for public company CEO directors)
			Required resignation if substantial change in job circumstances


Other Best Practices			Single class of common stock
			Prohibition on hedging and pledging
			Orientation program for new directors
			Long-standing commitment to sustainability
			Robust stock ownership requirements for executive officers and directors
			Clawback policies applicable to cash and equity-based incentive compensation, whether vested or unvested



			The Board of Directors unanimously recommends a vote FOR the election to the Board of Directors of each of the Class I director nominees, Mary Bush, Gary Pinkus, and KR Sridhar, each for a three-year term.


Independence and Tenure	Boskin	Burger	Bush	Chambers	Immelt	Pinkus	Sridhar	Warner	Zervigon	Total/Average
Independent										89%
Tenure	6	1	8	7	5	1	23	2	18	9 years (6 years for independent directors)
Age	79	64	76	75	69	59	64	66	56	67.5



1						Review membership criteria, including key skills and attributes, and update as necessary




2						Assess current Board skills, attributes and performance in light of short- and long-term strategies of the Company




3						Evaluate incumbent directors for renomination




4						Determine if new director(s) would be beneficial




5						Identify nominee candidates




6						Evaluate nominee candidates


Key 2024 Highlights: •continued to play a key oversight role in the advancement of our ERM program; •focused on our business continuity and disaster preparedness; •continued to oversee the assessment of the Company’s compliance with cybersecurity regulations and safeguards for the information systems of the Company; •reviewed and approved the Internal Audit charter, Internal Audit risk assessment, and Internal Audit plan for the year; •reviewed and approved related-party transactions with SK ecoplant; •reviewed the Company’s compliance with artificial intelligence regulations; •reviewed the Company’s insurance coverage; •continually assessed the Company’s liquidity, cash and investment management, and balance sheet and oversaw the 3% Green Convertible Bond raise; and			•maintained oversight of, among other things, key financial reporting and disclosure matters, ethical and legal compliance, cybersecurity, and Sarbanes-Oxley internal control requirements. Principal Oversight Responsibilities: •appointment, compensation, independence, performance, and scope of work of the independent auditor; •annual audited and quarterly financial statements; •whistleblower policies and procedures; •risk assessment, management, and reporting; •internal controls, disclosure controls, and internal audit functions; •material financial and other risk exposures; •compliance with significant applicable legal and regulatory requirements and our Code of Conduct; •financing transactions for the Company’s project development and product sales; and •related-party transactions.


Composition: The Board has determined that each Audit Committee member: •meets the definition of “independent director” for purposes of serving on an audit committee under SEC and NYSE rules; and •is financially literate as required by NYSE listing standards. In addition, the Board has determined that each of Ms. Bush, Ms. Warner, and Mr. Zervigon is an audit committee financial expert.


Key 2024 Highlights: •welcomed Gary Pinkus as a new committee member, reinforcing the Board’s commitment to aligning expertise with strategic oversight and ongoing refreshment; •oversaw talent development, succession planning, and organizational design, in addition to maintaining its responsibilities related to executive compensation and compliance; •drove 2024 executive compensation changes, including the use of PSOs and use of strategic and operational performance metrics in addition to financial metrics; •recommended a new long-term equity compensation package designed to incentivize and retain the Company’s Chairman and CEO, which the Board approved in December 2024; •approved compensation packages for the Company’s new Chief Financial Officer and Chief Commercial Officer; •reviewed the Company’s equity budget; •hired a new compensation consultant; •updated the Company’s executive compensation peer group; •reviewed the Company’s workforce and employee turnover; and •reviewed non-employee director compensation.			Principal Oversight Responsibilities: •overall compensation strategy and philosophy; •CEO performance and evaluation; •recommend CEO and approve executive officer compensation; •equity incentive plans; •compensation-related risk exposures; •employee incentive compensation and equity plans; •succession planning for the CEO, executive officers, and senior management; •non-employee director compensation; •general policies relating to employee compensation and benefits; •human capital management, including our culture, talent recruitment, development and retention, and employee engagement; and •appointment and compensation of independent compensation consultant.


Composition: The Board has determined that each Compensation Committee member is: •independent under NYSE rules; and •a non-employee director for purposes of SEC rules.


Key 2024 Highlights: •continued to dedicate time and attention to Board composition and refreshment, including recommending new Board members Barbara Burger and Gary Pinkus; •reviewed new SEC rules related to insider trading and equity grant policies; •received updates on investor outreach and feedback related to our governance structure and sustainability matters; •oversaw the annual Board and committee evaluation process; •reviewed the Company’s sustainability program and reporting; •reviewed and recommended changes to our corporate governance and organizational documents; and •oversaw developments regarding public policy matters; specifically including the Inflation Reduction Act, Investment Tax Credit for fuel cells, and other regulatory and policy matters pertaining to energy and the adoption and installation of our products.			Principal Oversight Responsibilities: •size, structure, and composition of the Board and its committees; •director recruitment and vetting; •Board, committee, and director performance evaluations; •corporate governance guidelines, practices, reporting, and market and regulatory developments; •stockholder engagement program; •stockholder proposals; •stock ownership guidelines; •sustainability matters, social and political trends, and legislative proposals and non-financial regulatory developments; •external reporting on governance and sustainability matters, including climate-related risks and opportunities; •significant domestic and international legislation, regulation and trade, and energy and environmental policy; and •political, charitable, and lobbying activities.


Composition: All members of the Nominating Committee are independent under NYSE rules.



			1.Feedback from Directors Independent outside counsel was engaged to speak with each of our directors regarding a list of topics of importance to the Board and its committees. Topics included: •Board composition (mix of skills, experience, and backgrounds) •information regularly provided to the Board (pre-reading materials, director orientation materials) •agendas and meetings (quantity and quality of information presented) •Board dynamics and relationship with management •Board processes (how the Board engages on strategy, risk oversight, CEO succession and evaluation) •committee effectiveness in meeting responsibilities outlined in the committee charters •individual director and overall Board performance (strengths, contributions, opportunities for improvement) The directors’ responses were then aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses.



			2.Meeting with Lead Independent Director and Chairman and CEO Results of the conversations with individual directors were shared with our Lead Independent Director and our Chairman and CEO and follow-up action items were discussed.



			3.Presentation Developed for Board and Committee Discussion A presentation summarizing the results of the evaluation was developed to facilitate Board and committee discussions.



			4.Board and Committee Discussions Held The Board and each committee then discussed the evaluation results and agreed upon action items and a timeline for implementing any recommended changes to the Board, its membership, processes, and committee operations.



			5.Key Feedback from the Board Evaluation Process •Strong Board culture and engagement •Commitment to strategic oversight •Focus on Board refreshment •Current composition provides strong industry acumen, knowledge and insights into the evolving energy landscape and policy environment •Strength in Board composition and functionality


100%	100%	100%
Independent	Independent	Independent
Audit Committee	Nominating Committee	Compensation Committee



			Our Engagements			•Throughout 2024 we participated in 16 conferences. •In addition, outside of investor conferences, we met by phone or video conference with approximately 430 stockholders. •We led tours of our manufacturing facility in Fremont and Delaware for groups of stockholders, followed by Q&A with senior management. •We actively engaged in stockholder outreach on the stewardship side, reaching out to stockholders representing approximately 67% of our shares to discuss our governance, compensation, social, and environmental practices.


			What We Discussed			•Our CEO, CFO, CLO, and other members of our executive and senior management team participated in one-on-one and group discussions, sharing their views on the Company’s strategy, and our strategic positioning, operational priorities, governance structure, sustainability initiatives, and executive compensation.


			How We Responded			•We held regular quarterly earnings conference calls open to all investors, which included Q&A sessions. These calls were announced to the public in advance, and we provided an opportunity for investors to participate via audio or webcast. A recording of each earnings call webcast and Q&A is made available following the call. •We periodically published and distributed additional materials for our investors, leveraging our social media publications. •In addition, we published press releases regarding our accomplishments, technical milestones, and key technology achievements.



Requires they own our shares equal in value to at least 4x the annual cash retainer						100% Director Compliance as of the end of 2024


Requires they retain 100% of all net settled shares received from the vesting, delivery or exercise of equity awards granted under our equity award plans or programs until the requirement is met


Counts stock deferred under the Deferred Compensation Plan (as described below) for non-employee directors toward the minimum ownership requirement


General Board Service			Fees ($)
Board service			70,000
Lead independent director			25,000
Committee Service
Audit Committee
Chair*			30,000
Member			15,000
Compensation and Organizational Development Committee
Chair			20,000
Member			10,000
Nominating, Governance and Public Policy Committee
Chair			15,000
Member			5,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(1)	All Other Compensation ($)	Total ($)
Michael J. Boskin	90,000	200,000		—	290,000
Barbara Burger	31,250	350,000		—	381,250
Mary K. Bush	110,000	200,000		—	310,000
John T. Chambers	80,000	—	315,923	—	395,923
Jeffrey Immelt(2)	115,000	25,000	315,923	—	455,923
Gary Pinkus(3)	43,513	—	350,000	—	393,513
Cynthia (CJ) Warner(2)	90,000	—	315,923	—	405,923
Eddy Zervigon	100,000	—	315,923	—	415,923


		Age

Carlton Cottuli Head of Development Engineering since April 2022, VP System Engineering July 2018- April 2022, and Architect Mission Critical Systems April 2012-July 2018	•25+ years of experience managing global technical teams engaged in governmental, industrial, and enterprise opportunity engagement •Expertise in electrical and mechanical product and system design, and installation for service industries	63


Karen Maxwell Head of Quality and Reliability since April 2024	•35+ years of manufacturing and quality expertise from large manufacturers, suppliers and start-ups with experience spanning multiple industries, including automotive, semiconductor, and renewable energy •Expertise in ensuring product quality and reliability, optimizing manufacturing processes, and driving operational excellence across diverse industries	65


Ravi Prasher Chief Technology Officer since October 2022	•Technologist, researcher, and professor with experience in industrial, technology start-up, academic (active UC Berkeley Adjunct Professor), and government sectors (DOE ARPA-E), and national lab (LBNL) •Expertise in managing research and development in a wide variety of areas, including fuel cells, hydrogen production, storage and transport, electrochemical and thermal storage, carbon capture, microgrids, and renewable energy	51


James Roth Head of Government Affairs and Policy since May 2023	•20+ years experience as a senior public affairs executive with extensive background in public policy, corporate affairs, communications, advocacy, negotiations, and brand management •Expertise in U.S. and international policy, government affairs, energy and climate strategies, foreign trade, strategic communications, and community engagement	56


Deepak Shukla Head of Service and Systems Operations since February 2022, Vice President Service 2012 – 2022, and Senior Director of Technology Support 2008-2012	•30+ years of experience leading process optimization, new process innovation at startups, and service business and strategy in the energy industry •Expertise in process and asset optimization, software, service excellence, customer relationship management, and business transformation	67


Natalie Sunderland Chief Marketing Officer since December 2024	•20+ years of strategic marketing experience and award-winning Silicon Valley executive with a track record of growing and transforming companies •Expertise in building and modernizing iconic brands, developing innovative marketing strategies, and driving growth in complex, high-stakes environments	54


Sonja Wilkerson Chief People Officer since January 2019	•30+ years of Human Resources leadership experience •Expertise in developing talent strategies to drive organizational effectiveness through the integration of people, technologies, processes, and cultures •Member of the Board of Directors of Koppers Holdings Inc. (since 2018)	64


Proposal 2 Advisory Approval of Named Executive Officer Compensation



			The Board unanimously recommends a vote FOR the approval of the compensation of our NEOs.





			Motivate Performance with Challenging Goals that Support our Business Strategy			Encourage and reward over-achievement of corporate financial and operating goals. Expect accountability and promote a culture of high performance. Our compensation program is closely aligned with our long-term growth model and strategic priorities. Incentive performance measures are set at challenging, but reasonably achievable targets. Our long-term equity awards are designed with financial and operational targets over a three-year period.


			Align Interests with Stockholders			Align the interests of our executives with our stockholders by delivering a significant portion of total compensation in the form of at-risk, performance-based cash and long-term equity awards.The metrics on which our executives are rewarded are aligned to the goals we communicate to stockholders, closely tracking our externally communicated financial objectives.

			Reward Actual Achievement			Short-term and long-term incentive payouts that exclusively depend on level of achievement against pre-established financial and strategic goals and individual performance. A significant percentage of our NEO’s compensation is at risk and variable based on the annual and long-term performance of the company. ACI awards reward the achievement of short-term goals while equity awards encourage our executives to deliver sustained strong results over multiple years.