Adam Daley
STEMAbout Adam E. Daley
Adam E. Daley is an independent director of Stem, Inc., serving since the company’s April 2021 IPO (and previously on the Star Peak Energy Transition Corp. board from 2020 until the IPO) . He is 48 years old (as of April 23, 2025), holds a BS in Finance with High Honors from the University of Illinois, and brings two decades of energy investing and corporate finance experience, including as Co-Head of Magnetar’s Energy & Infrastructure Group (2005–2024), investment banking at Citigroup (1999–2005), and currently Co‑Founder & Managing Partner at Elda River Capital (2024–present) . Daley’s core credentials include capital allocation, corporate finance, M&A, and energy transition expertise as reflected in Stem’s director skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnetar Capital LLC | Partner; Co-Head, Energy & Infrastructure Group; Management Committee & Investment Committee member | 2005–2024 | Led energy/infra investing; strategic and financial expertise relevant to Stem’s planning . |
| Citigroup (Global Corporate & Investment Bank) | Investment Banker | 1999–2005 | Transactional experience in energy and infrastructure . |
| Star Peak Energy Transition Corp. (SPAC) | Director (STPK) | 2020–Apr 2021 | Predecessor SPAC board before Stem IPO; continuity into Stem board . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elda River Capital Management, LLC | Co‑Founder & Managing Partner | 2024–present | Real assets/energy transition investing . |
| Star Peak Corp. II (NYSE: STPC; merged with Benson Hill) | Director | Jan 2021–Sep 2021 | Public company directorship (ended) . |
| PosiGen, PBC (private) | Director | 2021–present | Residential solar/energy efficiency . |
| Vesper Energy Development LLC (private) | Director | 2020–present | Utility-scale renewables/storage . |
| Double Eagle Energy III, LLC (private) | Director | 2018–present | E&P company . |
| DoublePoint Energy, LLC (private) | Director | 2018–present | Energy assets developer . |
| MC Tumbleweed Royalty, LLC (private) | Director | 2020–present | E&P/royalty interests . |
Board Governance
- Independence and tenure: Daley is an independent director under NYSE rules and has served on Stem’s board since April 2021 .
- Committee assignments: Member, Audit Committee and Compensation Committee (not chair) .
- Audit Committee engagement: Listed signatory on Audit Committee report, evidencing active participation .
- Attendance and engagement: In 2024, all directors attended at least 75% of board/committee meetings and all except one attended 95%; the Board held 16 meetings (12 special), Audit 9 (5 special), Compensation 7 (3 special), Nominating 6 (2 special) .
- Board leadership and executive sessions: Independent Chair (David Buzby); independent directors hold executive sessions at each regular board meeting .
Fixed Compensation
- Program structure (non-employee directors):
- Annual cash retainer: $60,000 for board service; committee member fees: Audit $10,000, Compensation $6,000, Nominating $4,000; committee chair fees: Audit Chair $20,000, Compensation Chair $12,000, Nominating Chair $10,000. No meeting fees; cash paid quarterly in arrears .
- Non-employee director annual equity: time-based RSUs with target grant-date fair value of $140,000; one-year vest (to the next AGM, ~50 weeks minimum) .
- Per-director cap: total annual director cash + equity limited to $600,000 (ASC 718 grant-date value), with limited exceptions .
| 2024 Actual – Adam Daley | Amount | Notes |
|---|---|---|
| Cash Fees | $70,000 | Reflects $60,000 board retainer plus committee membership retainers (Audit + Compensation) . |
| Equity RSUs (grant-date value) | $140,000 | 110,236 RSUs granted 5/29/2024; grant-date price $1.27; vest on 5/29/2025 . |
| Options | $0 | No option awards for Daley in 2024 . |
| Total | $209,400 | Sum of cash and RSU grant-date value . |
Program safeguards: one-year minimum vesting (limited exceptions), no repricing/cash buyouts of underwater awards without shareholder approval, no excise tax gross-ups; all awards subject to Stem’s clawback policy .
Performance Compensation
- Equity instruments and vesting: Non-employee director awards are time-based RSUs (not performance-based); 2024 grant of 110,236 RSUs vests in full on May 29, 2025 .
- Clawback: Equity awards are subject to the company’s clawback policy and additional plan-level recoupment upon accounting restatement .
| RSU Awards (Director) | Grant Date | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU | 05/29/2024 | 110,236 | $140,000 (at $1.27/share) | Vest 05/29/2025 (1-year) |
| Annual Director RSU | 06/04/2025 | 149,723 | Not disclosed in proxy; Form 4 “A” award filed 06/06/2025 | Not disclosed; see Form 4 |
Note: Directors’ RSUs are time-based; no disclosed performance metrics apply to director equity .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Daley; prior: Star Peak Corp. II (Jan–Sep 2021) . |
| Private company boards | PosiGen (2021–), Vesper Energy (2020–), Double Eagle Energy III (2018–), DoublePoint Energy (2018–), MC Tumbleweed Royalty (2020–) . |
| Compensation committee interlocks (company-level) | None: no member of Stem’s Compensation Committee has been an officer/employee; no interlocking relationships reported . |
Expertise & Qualifications
- Skills matrix marks Daley with strengths in capital allocation, corporate finance, M&A, energy transition, business development/strategy, accounting/financial reporting, and global business experience .
- Biography emphasizes transactional and strategic experience in energy, energy infrastructure, and renewables sectors .
Equity Ownership
| Beneficial Ownership (as of 03/31/2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership – Adam E. Daley | 348,774 | <1% | Includes RSUs vesting within 60 days (if any) per SEC rules . |
| Components | 110,236 RSUs; 92,776 shares via Daley Revocable Trust (co‑trustee); 96,251 shares via Daley Investment Trust (co‑trustee) . |
Ownership alignment and safeguards:
- Stock ownership guidelines: Directors must hold 4× annual cash retainer; compliance required within 5 years; as of 03/31/2025, all directors and NEOs were in compliance .
- Hedging/pledging: Hedging prohibited; as of 12/31/2024, no director or executive had pledged shares .
Insider trades (Form 4 – Adam Daley):
| Transaction Date | Filing Date | Type | Security | Qty | Price | Post-Txn Holdings | Source |
|---|---|---|---|---|---|---|---|
| 05/29/2024 | 05/30/2024 | A (Award) | RSU | 110,236 | $0.00 | 133,725 | |
| 06/07/2024 | 06/10/2024 | M (Exempt) | RSU disposition | (23,489) | $0.00 | 110,236 | |
| 06/07/2024 | 06/10/2024 | M (Exempt) | Common Stock (settlement) | 23,489 | $0.00 | 130,760 | |
| 05/29/2025 | 06/02/2025 | M (Exempt) | RSU disposition | (110,236) | $0.00 | — | |
| 05/29/2025 | 06/02/2025 | M (Exempt) | Common Stock (settlement) | 110,236 | $0.00 | 240,996 | |
| 06/04/2025 | 06/06/2025 | A (Award) | RSU | 149,723 | $0.00 | 149,723 |
Governance Assessment
- Positives: Independent status; dual committee memberships (Audit and Compensation); active Audit Committee participation; board-wide strong attendance; independent chair and routine executive sessions; strong equity alignment via RSUs and ownership guidelines; prohibitions on hedging/pledging; director compensation capped and subject to one-year vest/clawback .
- Conflicts/related parties: No related person transactions since 2023; formal policy requires Nominating Committee review/approval of any such transactions .
- Compensation structure: Balanced cash retainer plus time-based RSUs; no options in 2024; equity subject to minimum vesting and clawback; per-director annual cap of $600k .
RED FLAGS: None disclosed regarding related-party dealings, hedging/pledging, or attendance. Continue to monitor potential interlocks given multiple private energy roles; the company reports no related party transactions and no compensation committee interlocks .