Shawn M. Soderberg
Bloom EnergyAbout Shawn M. Soderberg
Shawn M. Soderberg, age 64, is Bloom Energy’s Chief Legal Officer and Corporate Secretary (since January 2016). She leads legal, regulatory, and compliance activities and holds an LL.M. in Taxation (NYU), a JD (Seattle University School of Law), and a BS in Accounting (Santa Clara University) . Company performance relevant to pay alignment in 2024: revenue reached $1.47B (+10.5% y/y), non-GAAP gross margin was 28.7%, non-GAAP operating income was $107.6M, and cash flow from operations was $92M; the ACI (annual cash incentive) plan funded at 135% based on operating income, gross margin, and revenue growth . Over the SEC “pay-versus-performance” window, $100 invested at 12/31/2019 grew to $297.13 by 12/31/2024 for BE vs $141.58 for the Nasdaq Clean Edge Green Energy TR Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bio-Rad Laboratories | EVP, General Counsel & Secretary | 2013–2016 | Led legal and corporate secretary functions for a global medical technology provider . |
| Aricent Group | SVP, General Counsel & Secretary | 2006–2013 | Led legal function for a global design/software engineering firm . |
| H&Q Asia Pacific | Managing Director & General Counsel | 2000–2006 | Private equity legal leadership and governance . |
| Oak Technology | VP, General Counsel & Secretary | 1996–2000 | Legal leadership at semiconductor/embedded solutions provider . |
| Microtec Research | General Counsel | 1994–1996 | In-house legal leadership for embedded systems software provider . |
External Roles
- None disclosed in the proxy for Ms. Soderberg .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary Rate ($) | $470,000 | $515,000 | $550,000 |
| Target Bonus (% of Salary) | 60% | 70% | 70% |
| ACI Payout (% of Target) | n/a | 81% | 150% |
| ACI Paid ($) | $259,440 | $292,005 | $577,500 |
Notes:
- FY2024 salary actually paid to Ms. Soderberg was $539,904 per SCT, reflecting proration/timing .
Performance Compensation
Annual Cash Incentive (ACI) – Framework and 2024 Results
| Component | Weight | Threshold | Target | Max | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Non-GAAP Operating Income | 50% | $1M | $100M | $140M | $108M | 61.5% of target component |
| Non-GAAP Operating Gross Margin | 50% | 23% | 28% | 30% | 29% | 62.5% of target component |
| Revenue Growth Adder | +1 ppt per 1% growth (cap to 150%) | — | — | — | +11 ppts for 11% growth | +11 ppts |
| Total Plan Funding | — | — | — | — | — | 135% |
| Ms. Soderberg Individual ACI | — | — | — | — | — | 150% of target = $577,500 |
Long-Term Incentives (Equity) – 2024 Grants to Ms. Soderberg
| Grant Type | Grant Date | Target/Units | Exercise Price | Grant Date Fair Value ($) | Performance Metrics / Vesting |
|---|---|---|---|---|---|
| RSU | 3/1/2024 | 75,000 | — | $681,000 | Time-based vesting per plan; outstanding at 12/31/2024 . |
| PSO (converted from PSU) | 3/1/2024 | 150,000 target; 225,000 max | $9.08 | $1,080,315 | Company allowed executives to convert PSUs→PSOs at 2:1; Soderberg elected conversion; performance over 3 years measured by average total revenue growth (60%) and average non-GAAP gross margin (40%); vesting subject to performance and service . |
- The company did not disclose specific multi-year PSU/PSO performance targets due to competitive sensitivity, but stated goals are “challenging” .
Equity Ownership & Alignment
Outstanding Equity at 12/31/2024 (Ms. Soderberg)
| Instrument | Grant Date | Status at 12/31/2024 | Quantity | Exercise Price | Market/Payout Value (if disclosed) |
|---|---|---|---|---|---|
| Stock Options (Exercisable) | 1/14/2016 | Exercisable | 106,666 | $30.89 | — |
| Stock Options (Exercisable) | 10/3/2016 | Exercisable | 20,000 | $30.96 | — |
| Stock Options (Exercisable) | 7/24/2018 | Exercisable | 20,000 | $15.00 | — |
| Stock Options (Exercisable) | 8/10/2018 | Exercisable | 100,000 | $27.65 | — |
| Stock Options (Exercisable) | 2/15/2019 | Exercisable | 38,903 | $11.31 | — |
| Stock Options (Exercisable) | 7/16/2019 | Exercisable | 37,183 | $12.00 | — |
| Stock Options (Exercisable) | 11/11/2019 | Exercisable | 56,000 | $5.50 | — |
| RSU | 1/14/2022 | Unvested | 4,118 | — | $91,461 (at $22.21) |
| RSU | 1/14/2022 | Unvested | 10,981 | — | $243,888 (at $22.21) |
| RSU | 2/15/2023 | Unvested | 14,751 | — | $327,620 (at $22.21) |
| PSU | 2/15/2023 | Unearned | 45,700 | — | $1,014,997 (at $22.21) |
| Option (PSO) | 3/1/2024 | Unexercisable | 150,000 | $9.08 | — |
| RSU | 3/1/2024 | Unvested | 75,000 | — | $1,665,750 (at $22.21) |
Alignment/Policies:
- Prohibition on hedging and pledging by executive officers; stock transactions require pre-clearance and open-window trading or 10b5-1 plan .
- Executive stock ownership policy requires holding a specified multiple of base salary; dividend equivalents not paid on unvested/unearned awards .
Insider activity:
- A late Form 4 in 2024 was noted for Ms. Soderberg due to an administrative error; company states all Section 16 reports otherwise timely .
Employment Terms
Change-in-Control (CIC) and Severance Framework
| Termination Event | Cash Severance | Benefits (COBRA) | Equity Treatment |
|---|---|---|---|
| Qualifying Termination (no CIC) – Other NEOs | 1x base salary | 12 months | No acceleration |
| CIC Qualifying Termination – Other NEOs | 1.5x (base + target bonus) + current-year pro-rata bonus | 18 months | Stock options/RSUs fully accelerate; PSUs deemed achieved at target unless award specifies otherwise |
Soderberg – Estimated Benefits (Assuming 12/31/2024, stock price $22.21)
| Scenario | Cash Severance ($) | Vesting Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | 550,000 | — | 14,029 | 564,029 |
| CIC Qualifying Termination | 1,392,000 | 7,196,857 | 21,043 | 8,609,900 |
Other terms and governance:
- Double-trigger equity acceleration; no tax gross-ups; clawback policies for cash and equity (fraud, misconduct, or restatement) .
- 401(k) match of $5,000 in 2024 for NEOs; executive health memberships provided; Ms. Soderberg’s “All Other Compensation” in 2024 totaled $20,207 .
Investment Implications
- Pay-for-performance alignment: 2024 ACI tied to profitability and margin with revenue growth overlay; Ms. Soderberg received 150% of target, consistent with above-target company funding and individual/functional assessment . 2024 LTI mix is heavily performance-linked via PSOs tied to multi‑year revenue growth and gross margin, reinforcing alignment with value creation .
- Retention vs. selling pressure: Material unvested RSUs (75k) and performance options (150k target) create retention hooks and defer liquidity; hedging/pledging prohibitions further support alignment; near‑term sales are gated by vesting/performance and company insider‑trading controls .
- Downside protection and change-of-control: Double-trigger CIC terms (1.5x base + bonus and equity acceleration at target for PSUs) mitigate retention risk in strategic scenarios without single-trigger windfalls, which is shareholder-friendly .
- Governance and compliance: A single administrative late Form 4 was disclosed for 2024; otherwise, strong governance posture with clawbacks, ownership policy, and no gross-ups .
Net take: Compensation structure is high in at-risk components tied to profitability, margin, and growth, with meaningful unvested equity. CIC terms are double-trigger and moderate, supporting retention while limiting shareholder-unfriendly features **[1664703_0001628280-25-016206_be-20250402.htm:74]** **[1664703_0001628280-25-016206_be-20250402.htm:75]** **[1664703_0001628280-25-016206_be-20250402.htm:90]** **[1664703_0001628280-25-016206_be-20250402.htm:92]**.