Blog: STEM, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

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


On September 21, 2022, Stem, Inc. (the “Company”) appointed Michael Carlson as
the Company’s Chief Operating Officer, effective September 26, 2022 (the
“Effective Date”).

Mr. Carlson, 59, served as a consultant at Koch Engineered Solutions (“KES”)
from April 2020 to August 2020, then as Vice President of KES from August 2020
to September 2022. Prior to that, he served as President, Digital Grid North
America, of Siemens Industries, Inc. from July 2014 to March 2019, and as
General Manager, Global Software Solutions of General Electric from July 2010 to
June 2014. Mr. Carlson has a Bachelor of Science degree in accounting and
business management from Union College and a Master of Business Administration
degree in Finance and Marketing from Pepperdine University.

In connection with his appointment as Chief Operating Officer, Mr. Carlson has
entered into the Company’s standard form of Executive Employment Agreement
effective as of the Effective Date (the “Employment Agreement”), the form of
which is filed with the Securities and Exchange Commission (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”). Pursuant to the Employment
Agreement, Mr. Carlson will receive an annual base salary of $375,000. In
connection with his appointment, he will receive (a) a sign-on cash bonus of
$150,000, less applicable withholding taxes and (b) a sign-on long-term
incentive (“LTI”) equity award with a target value of $625,000, in the form of
50% restricted stock units and 50% stock options, with such award vesting
ratably over four years, subject to his continued employment with the Company
through the applicable vesting dates. Mr. Carlson will also be eligible for an
annual cash incentive award under the Company’s annual incentive plan targeted
at 50% of base salary, and will be eligible to participate in the Company’s
long-term equity incentive program. For 2022, he will be eligible to receive a
prorated cash incentive bonus, based on the number of days in 2022 that he is
employed with the Company. Mr. Carlson will be entitled to severance and
change-in-control benefits as set forth in the form of Executive Employment
Agreement filed as Exhibit 10.11 to the 2021 Form 10-K.

In addition, Mr. Carlson will enter into the Company’s standard form
indemnification agreement with the Company, the form of which was filed with the
SEC 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 Mr. Carlson 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.

Mr. Carlson has no family relationship with any director or executive officer of
the Company, or person nominated or chosen by the Company to become a director
or executive officer. In addition, Mr. Carlson has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K under the Securities Exchange Act of 1934.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release dated September 21, 2022 announcing Mr.
Carlson’s appointment as Chief Operating Officer is furnished as Exhibit 99 to
this Current Report on Form 8-K. The information in this Item 7.01 of this
Report is furnished and shall not be treated as “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be


deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.

Item 9.01 Financial Statements and Exhibits

The following exhibits are provided as part of this Report:

Exhibit No. Description

99 Press release dated September 21, 2022

104 Cover Page Interactive Data File, formatted in Inline XBRL.



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