8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): August 7, 2024 (August 6, 2024)

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STEM, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39455	85-1972187
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)

Four Embarcadero Center, Suite 710, San Francisco, California 94111

(Address of principal executive offices including zip code)

1-877-374-7836

Registrant’s telephone number, including area code

_______________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on<br><br>which registered
Common stock, par value $0.0001	STEM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On August 6, 2024, Stem, Inc. (the “Company”) announced that William Bush will be stepping down as Chief Financial Officer of the Company, effective September 2, 2024.

Also on August 6, 2024, the Company announced that Prakesh Patel, the Company's Chief Strategy Officer, is departing from the Company, effective immediately. Upon Mr. Patel’s departure, the Chief Strategy Officer role will be eliminated, and Mr. Patel’s former responsibilities will be assumed by existing members of the Company’s management team. In connection with his departure, the Company and Mr. Patel are negotiating a separation and release agreement. Upon the execution of such agreement, the Company will file an amendment to this report.

(c)

Chief Financial Officer

In addition, on August 6, 2024, the Company appointed Doran Hole, age 55, as the Company’s Chief Financial Officer and Executive Vice President, effective September 2, 2024.

Mr. Hole most recently served as Chief Financial Officer and Executive Vice President of Ameresco, Inc., a renewable energy asset developer, owner and operator, from July 2019 to August 2024. Prior to that, he served as Chief Executive Officer, North America and Group Vice President – Strategy, at ReneSola Ltd., a solar developer and photovoltaic manufacturer, from November 2017 to July 2019, and as its Chief Financial Officer, North America from December 2016 to November 2017. Mr. Hole holds a Bachelor of Business Administration degree in accounting and international business from the University of Texas at Austin.

In connection with his appointment, Mr. Hole has entered into the Company’s standard form of Executive Employment Agreement (the “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 (the “2021 Form 10-K”). Under the Agreement, Mr. Hole will receive an annual base salary of $475,000, less applicable taxes, payroll deductions and withholdings. In connection with his appointment, he will also receive (a) a sign-on cash bonus of $300,000, less applicable taxes, payroll deductions and withholdings; (b) a sign-on equity award of restricted stock units (“RSUs”) with a target value of $400,000, which will vest 100% on November 7, 2025, subject to his continued employment with the Company on such date; (c) an initial long-term incentive equity award with a target value of $1,000,000, in the form of 75% RSUs and 25% stock options, with 33% vesting on November 7, 2025, 33% vesting on November 7, 2026, and 34% vesting on November 7, 2027, subject to his continued employment with the Company through the applicable vesting dates; and (d) reimbursement for reasonable relocation expenses not to exceed $100,000 and reasonable temporary housing expenses not to exceed $25,000, subject to repayment under certain circumstances. In addition, Mr. Hole will be eligible to receive a cash incentive award under the Company’s annual incentive plan with a target bonus opportunity of 75% of his annual base salary (to be prorated for his partial year of service in 2024). He will also be entitled to certain severance and change-in-control benefits, as set forth in the Agreement.

In addition, Mr. Hole is expected to enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.10 to the Company’s 2021 Form 10-K, pursuant to which the Company may be required, among other things, to indemnify him for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as an officer of the Company.

There is no arrangement or understanding between Mr. Hole and any other person pursuant to which he was appointed as an officer of the Company. Mr. Hole has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Executive Chair

In addition, on August 6, 2024, the Company appointed David Buzby, age 64, as Executive Chair of the Board of Directors (the “Board”) of the Company, effective immediately. After such appointment, Mr. Buzby will also continue to serve in his current role as Chairman of the Board.

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.

The Company and Mr. Buzby are negotiating an executive employment agreement for his service as Executive Chair of the Board. Upon the execution of such agreement, the Company will file an amendment to this report.

There is no arrangement or understanding between Mr. Buzby and any other person pursuant to which he was appointed as an officer of the Company. Mr. Buzby has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. In addition, he is not party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01	Regulation FD Disclosure.

On August 6, 2024, the Company issued a press release announcing the leadership changes described above. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K 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.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:

Exhibit No.	Description
99	Stem, Inc. Press Release datedAugust 6, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 7, 2024	By:	/s/ Saul R. Laureles
		Name:	Saul R. Laureles
		Title:	Chief Legal Officer and Corporate Secretary

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5

Document

Exhibit 99

Stem Announces Leadership Changes

Doran Hole Named Chief Financial Officer and Executive Vice President

David Buzby Named Executive Chair of the Board; Laura D’Andrea Tyson Named Lead Independent Director of the Board

Company Initiates Strategic Review of Business

Company Separately Reports Second Quarter 2024 Earnings; Conference Call at 5:00 p.m. ET

SAN FRANCISCO--(BUSINESS WIRE)-- Stem, Inc. (NYSE: STEM), a global leader in artificial intelligence (AI)-driven clean energy software and services, today announced the following leadership changes to support the execution of the Company’s strategic priorities.

Doran Hole has been appointed Chief Financial Officer (CFO) and Executive Vice President (EVP), effective September 2, 2024. In addition to the CFO role, Mr. Hole will oversee the Company’s software and services group, focused on delivering high quality customer relevant software and service solutions, including the recently announced Athena ® PowerBidder™ Pro product. Mr. Hole succeeds Bill Bush, who is stepping down as CFO, effective September 2, 2024. Mr. Bush will continue to lead the Company’s public power and large scale FTM projects, as well as the supply chain team. Mr. Bush’s stepping down as CFO is unrelated to the Company’s financial or operating results or any disagreement with the Company regarding its financial, operational, accounting or reporting policies or practices.

Mr. Hole is an executive with more than 25 years of global finance and management experience, providing leadership in strategy and operational efficiency in the clean technology industry. He most recently served as EVP and CFO of Ameresco, where he led the Company’s financial strategy, capital management as well as strategic digitization efforts across the organization. Prior to that, he served as CEO for North America, and Group Vice President - Strategy, at ReneSola, where he played a key role in the Company’s capital markets strategy, North American operations and finance activities.

“We’re pleased to welcome Doran to our team as we take steps to enhance our leadership to support an evolution of our business and promote the Company’s focus on growing software services revenue, extending our technology leadership and driving profitable growth,” said John Carrington, Chief Executive Officer of Stem. “Doran’s deep financial and business experience, strategic acumen, and leadership qualities will be critical to our goal of focusing on cash flow generation and increasing our software and services revenue. Doran is a strong leader with a track record of adeptly guiding

Exhibit 99

operational strategy, and I am excited about collaborating with Doran as we drive profitable growth.”

“I am a strong believer in Stem’s innovative software solutions and product offerings and have seen firsthand the value that these solutions can deliver to the market,” said Mr. Hole. “I look forward to helping Stem grow and further mature into a financially and operationally efficient company.”

In addition, Stem announced that David Buzby, who will continue to serve in his current role as Chairman of the Board of Directors, has also been appointed Executive Chair of the Board to partner with Mr. Carrington as the Company commences a strategic review of the business. Laura D’Andrea Tyson, a Stem director since 2021 and current Chair of the Board’s Nominating, Governance and Sustainability Committee, has been appointed Lead Independent Director of the Board, effective immediately.

In connection with its review of the Company’s strategy, the Board has also created a Software Strategy Working Group, chaired by Gerard Cunningham, a member of the Board. The Working Group will collaborate closely with the management team to develop this strategy.

Stem is also streamlining its management structure by eliminating the Chief Strategy Officer role. Prakesh Patel is departing from the Company, effective immediately, with his responsibilities assumed by existing members of the management team.

Mr. Carrington continued, “On behalf of our Board and management team, I would like to thank Prakesh for his contributions to Stem over the years and wish him the best in his future endeavors. Prakesh was an integral part of the core team that took Stem public and was a very key player in building relationships with our stockholders and analysts.”

“It has been an honor to be part of Stem for the last 11 years. During my tenure at Angeleno Group, I helped discover Stem and led its initial investment in the Company, subsequently joining the Company as a senior executive. I am extremely proud of what we have accomplished together, and I look forward to following Stem’s success in the years to come,” said Mr. Patel.

In a separate press release issued today, Stem reported its financial results for the second quarter of 2024. The Company will hold a conference call today at 5:00 p.m. Eastern Time. The conference call may be accessed via a live webcast on a listen-only basis at https://investors.stem.com/events-and-presentations. The call can also be accessed live over the telephone by dialing (844) 825-9789, or for international callers, (412) 317-5180 and referencing Stem.

About Doran Hole

Exhibit 99

Doran Hole previously served as Executive Vice President and Chief Financial Officer of Ameresco, a leading independent clean technology integrator. In this role, he was responsible for the Company’s financial strategy and managed capital management, investor relations, corporate and project finance, treasury, financial planning and analysis, financial reporting and information technology infrastructure and security. At Ameresco, he was also responsible for the Company’s SaaS and consulting focused business units Applied Energy Group (AEG) and Asset Sustainability Group (ASG), as well as overseeing its application-based off-grid solar business, Ameresco Solar. Prior to joining Ameresco, he served as CEO for North America, and Group Vice President - Strategy, at ReneSola, where he played a key role in the company’s capital markets strategy. Mr. Hole is a CFA charterholder and Certified Public Accountant. He is a member of the Association for Investment Management and Research (AIMR), the New York Society of Security Analysts (NYSSA), and the American Institute of Certified Public Accountants (AICPA). Mr. Hole earned a B.A. in Accounting and International Business from The University of Texas at Austin.

About David Buzby

David Buzby has been starting, building and investing in “impact” businesses for the last 33 years with an emphasis on renewable energy generation, energy storage/grid services, decarbonizing the built environment, recycling, carbon removal and lithium production. He currently also sits on the Board of Climate Transition Capital Acquisition I B.V. and Spring Valley Acquisition Corp. II. In the past, he has been an early investor and board member in Sunrun Inc.; a founding investor, Chairman and Chief Executive Officer, of SunEdison before selling to MEMC Electronic Materials, Inc.; and a founding investor, board member and chair of the audit committee of ValueClick before selling to Alliance Data Systems Corporation; as well as an investor and board member of numerous private companies. He has also held senior executive roles in numerous companies, including Chairman, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Mr. Buzby received his M.B.A. from Harvard Business School in 1988 and a B.A. from Middlebury College in 1982.

About Laura D’Andrea Tyson

Laura D’Andrea Tyson is a Distinguished Professor of the Graduate School and Professor Emeritus at the Haas School of Business at the University of California, Berkeley. She has also been Chair of the Board of Trustees and Steering Committee Member of the Blum Center for Developing Economies since 2006, and is the Faculty Director of the Berkeley Haas Blockchain Initiative and the co-Faculty Director of the Sustainable and Impact Finance Initiative at the Haas School of Business since 2019. Dr. Tyson also serves as a director of Lexmark International Inc. and Apex Swiss Holdings, SARL, and serves in numerous other advisory roles, such as Senior Advisor to the Rock Creek Group and to the APAX Global Partners Fund and advisory board member for APAX Global Impact and the Angeleno Group. Dr. Tyson was a member of President Clinton’s cabinet from 1993 to 1996 and was the first woman to serve in the

Exhibit 99

positions of Chair of the President’s Council of Economic Advisors, and Director of the White House National Economic Council. Dr. Tyson received her B.A. from Smith College and holds a Ph.D. in Economics from the Massachusetts Institute of Technology.

About Gerard Cunningham

Gerard Cunningham is a leader and investor focused on the AI, Software-as-a-Service (SaaS), and climate technology sectors. Most recently, Mr. Cunningham was a partner at McKinsey & Company, where he co-founded the global clean technology practice (Green Business Building), launched its AI for sustainability service line within its AI practice (QuantumBlack), and joined the leadership of its digital business building practice (Leap). Prior to joining McKinsey, Mr. Cunningham had a notable career as an entrepreneur and executive in blue-chip corporates (including Procter & Gamble, Gap Inc., Lands End, and Booz & Company) and startups (including Evant, Kabam, and FanDuel), where he invested in, built, and deployed AI solutions to create shareholder value. Mr. Cunningham holds a B.S. in Mathematics from the University of Manchester and a Master of Science in Operations Research from Strathclyde Business School.

About Stem

Stem provides clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios. Stem’s leading AI-driven enterprise software platform, Athena® enables organizations to deploy and unlock value from clean energy assets at scale. Powerful applications, including AlsoEnergy’s PowerTrack, simplify and optimize asset management and connect an ecosystem of owners, developers, assets, and markets. Stem also offers integrated partner solutions to help improve returns across energy projects, including storage, solar, and EV fleet charging. For more information, visit www.stem.com.

Forward-Looking Statements

Statements contained in this press release that are not statements of historical fact, including those that refer to our strategy and initiatives, our expectations for profitable growth, the growth of our software services revenue and our ability to deliver value creation for our shareholders, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The potential risks and uncertainties that could cause our actual results, performance or achievements to differ from the predicted results, performance or achievements include, among others, our ability to execute on, and achieve the expected benefits from, our operational and strategic initiatives; our inability to secure sufficient and timely inventory from our suppliers, as well as contracted quantities of equipment; our inability to meet contracted customer demand; supply chain interruptions and manufacturing or delivery delays; disruptions in sales, production, service or other business activities; general

Exhibit 99

macroeconomic and business conditions in key regions of the world, including inflationary pressures, general economic slowdown or a recession, rising interest rates, changes in monetary policy, instability in financial institutions, and the prospect of a shutdown of the U.S. federal government; the direct and indirect effects of widespread health emergencies on our workforce, operations, financial results and cash flows; geopolitical instability, such as the ongoing conflict in Ukraine; the results of operations and financial condition of our customers and suppliers; pricing pressures; severe weather and seasonal factors; our inability to continue to grow and manage our growth effectively; our inability to attract and retain qualified employees and key personnel; our inability to comply with, and the effect on our business of, evolving legal standards and regulations, including those concerning data protection, consumer privacy, sustainability, and evolving labor standards; risks relating to the development and performance of our energy storage systems and software-enabled services; our inability to retain or upgrade current customers, further penetrate existing markets or expand into new markets; the risk that our business, financial condition and results of operations may be adversely affected by other political, economic, business and competitive factors; and other risks and uncertainties discussed in our most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC.

Statements in this press release are made as of the date of this release, and Stem disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

Source: Stem, Inc.

Stem Investor Contacts

Ted Durbin, Stem

Marc Silverberg, ICR

IR@stem.com

Stem Media Contact

Suraya Akbarzad, Stem

press@stem.com