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

(c)

On January 12, 2022, Stem, Inc. (the "Company") named Rahul Shukla as the Company's Chief Accounting Officer, effective January 18, 2022. Mr. Shukla will serve as the Company's principal accounting officer in his capacity as Chief Accounting Officer, and William Bush, the Company's Chief Financial Officer, who has been serving as principal financial officer and principal accounting officer, will continue serving as the Company's principal financial officer. Mr. Shukla, 39, was previously the Vice President, Finance for Natera, Inc. from June 2020 to December 2021. Prior to that, he was Vice President, Corporate Controller of eHealth, Inc. from 2018 to 2020. Prior to that, he served as Vice President, Finance and Accounting of Gum Drop Cases, Inc., from 2015 to 2018. Prior to that, he served in various accounting and finance roles with NextTag, Inc, from 2013-2015. Mr. Shukla has a Bachelor of Science degree in Business Administration from the University of California, Berkeley. In his new role with the Company, Mr. Shukla will receive an annual base salary of $300,000. In connection with his appointment, he will receive (a) a sign-on cash bonus of $75,000, less applicable withholding taxes and (b) a sign-on long-term incentive ("LTI") equity award of restricted stock units ("RSUs") and options with a target value of $200,000, vesting ratably over four years, subject to his continued employment with the Company through the applicable vesting dates. Mr. Shukla will be eligible for a cash award under the Company's annual cash incentive plan with a target award of 30% of base salary, and will be eligible to participate in the Company's long-term equity incentive program. Also in connection with his appointment, Mr. Shukla will receive an initial LTI equity award of RSUs and stock options with a target value of $200,000, vesting ratably over four years, subject to his continued employment with the Company through the applicable vesting dates. Mr. Shukla has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he will be selected as an officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Shukla that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.


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