Brian Musfeldt
STEMAbout Brian Musfeldt
Brian Musfeldt is Chief Financial Officer of Stem, Inc., appointed effective July 17, 2025 (age 51). He previously served as CFO of ikeGPS (2023–2025) and AlsoEnergy (2017–2023), with earlier CFO roles at Connect First and MST Global, and began his career as a CPA at KPMG/Arthur Andersen. He holds a BBA in Accounting (1996) and an MBA (2012) from Colorado State University . He executed SOX 302/906 certifications for Stem’s Q2 and Q3 2025 filings, indicating direct accountability for disclosure controls and financial reporting during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ikeGPS | Chief Financial Officer | 2023–2025 | Led financial strategy supporting utility grid compliance and resilience . |
| AlsoEnergy (acquired by Stem 2022) | Chief Financial Officer | 2017–2023 | Instrumental in AlsoEnergy’s sale to Stem; deep experience with PowerTrack software economics . |
| Connect First | Chief Financial Officer | 2015–2017 | Cloud-based contact center software; finance leadership in SaaS scaling . |
| MST Global | Chief Financial Officer | 2011–2015 | Industrial network/software for mining and critical infrastructure; operational finance . |
| KPMG / Arthur Andersen | Audit Manager (CPA) | ~1996–2002 | High-tech/manufacturing audit; foundation in controls and reporting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colorado State University | MBA, BBA (Accounting) | 1996, 2012 | Formal training underpinning finance leadership . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $400,000 per year . |
| Target Annual Bonus | 75% of base salary under annual incentive plan (prorated for 2025) . |
| Sign-on Cash Bonus | $50,000 . |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|
| Initial RSUs | 07/17/2025 | 11,000 | 33%/33%/34% annually starting 08/07/2026 . | N/A | Part of 22,000-share initial LTI mix . |
| Initial PSUs | 07/17/2025 | 5,500 (corrected to 6,750 total PSUs across grants) . | Ratable over 3 years (per 8-K) . | 60-trading-day VWAP stock price target . | Amendment corrected PSU count to 6,750 . |
| Initial Options | 07/17/2025 | 5,500 | 33%/33%/34% annually starting 08/07/2026; expires 07/17/2035; strike $9.27 . | Stock price | Part of 22,000-share initial LTI mix . |
| Sign-on RSUs | 07/17/2025 | 2,500 | 100% on 08/07/2027 . | N/A | 8-K referenced 5,000 sign-on RSUs; Form 4/A reports 2,500 vesting 2027 (correction/omission) . |
| Sign-on PSUs | 07/17/2025 | 1,250 (included in total 6,750 PSUs) . | Ratable over 3 years (per 8-K) . | 60-trading-day VWAP stock price target . | Corrected PSU total in amendment . |
| Sign-on Options | 07/17/2025 | 1,250 | 100% on 08/07/2027; expires 07/17/2035; strike $9.27 . | Stock price | 8-K referenced sign-on options; Form 4/A reports 1,250 vesting 2027 (correction/omission) . |
Note: The July 2, 2025 8-K described both a 22,000-share initial LTI mix and a separate sign-on package; subsequent Form 4 and Form 4/A filings clarified and corrected the detailed quantities and vesting schedules (including the PSU total), which are reflected above .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Holdings (as filed 2025) | 13,500 RSUs; 6,750 PSUs; 6,750 options (strike $9.27, exp. 07/17/2035) . |
| Vested vs Unvested | RSUs/PSUs/options are unvested and subject to time/performance conditions as listed above . |
| Pledging/Hedging | Insider Trading Policy prohibits short-term trading, short sales, derivatives, and hedging; Company encourages caution regarding pledging. As of 12/31/2024, no executive/director beneficially owned shares were pledged . |
| Ownership Guidelines | Executives must hold 2x annual base salary (CFO), with five years to comply; retain 50% of net shares until compliant; all NEOs/board members were in compliance as of 3/31/2025 . |
Employment Terms
| Term | Stem Agreement / Treatment |
|---|---|
| Agreement Type | Standard Executive Employment Agreement (Exhibit 10.11 reference) . |
| Start Date | Appointed CFO effective July 17, 2025 . |
| Severance (Non-CIC) | 12 months base salary in lump sum; pro-rata annual bonus for year of termination; unpaid prior-year bonus; up to 12 months COBRA premium subsidy, subject to conditions . |
| Change-in-Control (CIC) | 2x (base salary + target bonus) in lump sum if termination during CIC protection period; pro-rata annual bonus; up to 18 months COBRA premium subsidy . |
| Equity Treatment (Plan-level) | Awards generally require one-year minimum vesting; no automatic vesting upon change in control; Board may accelerate or cash-out awards in certain CIC scenarios; no option/SAR repricing without stockholder approval . |
| Clawback | Company-wide clawback policy adopted Oct 2023 (NYSE Rule 303A.14 compliance); awards subject to additional recoupment upon accounting restatements . |
Investment Implications
- Pay-for-performance alignment: A significant portion of Musfeldt’s equity is performance- or price-contingent (6,750 PSUs with 60-day VWAP triggers; 6,750 options at $9.27), creating upside leverage only if sustained share-price improvement occurs; time-based RSUs balance retention .
- Near-term selling pressure windows: Concentrated vesting dates (starting 08/07/2026 and a 100% vest on 08/07/2027 for sign-on awards) may create supply overhang windows; monitor 10b5-1 plans and trading policy blackout periods to assess flow risk .
- Retention/transition risk mitigation: Standard severance/CIC economics (12 months salary; CIC 2x salary+bonus) provide stability during strategic shifts; no automatic CIC vesting lowers windfall risks and aligns with investor-friendly governance .
- Alignment safeguards: Ownership guidelines (2x salary for CFO), anti-hedging, and clawback policy enhance alignment and reduce governance red flags; no pledging reported as of year-end 2024 .
- Execution signals: CFO SOX certifications for Q2/Q3 2025 underscore accountability for controls and reporting during debt restructuring and strategy realignment period; evaluate forthcoming proxy/CD&A for how bonus metrics incorporate EBITDA/cash flow discipline .