Stem Inc.
12/16/2025 | Press release | Distributed by Public on 12/16/2025 15:24
Management Change/Compensation (Form 8-K)
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On December 11, 2025, Stem, Inc. (the "Company") and Mr. Rahul Shukla mutually agreed that Mr. Shukla will be stepping down as Chief Accounting Officer of the Company, effective December 19, 2025. The Company and Mr. Shukla are negotiating a separation agreement. Upon the execution of such agreement, the Company will file an amendment to this report.
(c)
In addition, the board of directors of the Company (the "Board") has appointed Mr. Jeffrey Cabot, age 56, as the Company's Chief Accounting Officer, effective January 5, 2026. From August 2023 to December 2025, he served as Chief Accounting Officer of Oak View Group, a sports and live entertainment company. Prior to that, he served as Chief Accounting Officer of Air Methods Corporation, an air medical transport provider, from July 2022 to June 2023. From August 2018 to April 2022, Mr. Cabot served as Chief Accounting Officer of Sonoco Products Company (formerly Ball Metalpack), a Fortune 500 packaging company. Mr. Cabot is a certified public accountant and earned a Bachelor of Science degree in accounting from Elon University.
In connection with his appointment, Mr. Cabot has entered into the Company's standard form of Executive Employment Agreement (the "Agreement"). Under the Agreement, Mr. Cabot will receive an annual base salary of $325,000, less applicable taxes, payroll deductions and withholdings. In connection with his appointment, he will also receive an initial long-term incentive equity award of 14,000 shares of Company common stock, in the form of 7,000 RSUs; 3,500 PSUs, and 3,500 stock options, with such PSUs, RSUs and options vesting ratably over three years, subject to Mr. Cabot's continued employment with the Company through the applicable vesting dates. Such PSUs will also be subject to achievement of performance metrics as set forth in the award agreement governing their grant. In addition, Mr. Cabot will be eligible to receive a cash incentive award under the Company's annual incentive plan with a target bonus opportunity of 45% of his annual base salary. He will also be entitled to certain severance and change-in-control benefits, as set forth in the Agreement.
Mr. Cabot 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.
Mr. Cabot 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.
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