David Buzby
STEMAbout David Buzby
Independent Chairman of the Board at Stem, Inc.; age 65 as of April 23, 2025. He has served on the company’s board since the April 2021 IPO (and on Legacy Stem’s board since April 2010), was appointed Chairman in April 2021, and served as Executive Chair and Interim CEO from August/September 2024 to January 2025. He holds a BA from Middlebury College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stem, Inc. | Executive Chair; Interim CEO | Aug/Sep 2024 – Jan 2025 | Led leadership transition; reverted to independent Chair Jan 27, 2025 . |
| Bright Plain Renewable Energy, LLC | Founding Investor & CEO | 2011 – 2016 | Solar project acquisition/management . |
| SunRun Inc. (Nasdaq: RUN) | Founding Investor & Director | 2008 – 2012 | Residential solar leadership . |
| SunEdison, Inc. (formerly NYSE: SUNE) | Founding Investor, Chairman & CEO (until sale) | 2004 – 2009 | Commercial/utility-scale solar; led sale . |
| Valueclick, Inc. (formerly Nasdaq: CNVR) | Founding Investor & Director | 1998 – 2014 | Online marketing . |
| Best Internet | Founding Investor, Director & CFO | 1995 – 1999 | Web hosting . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wondrall Group Ltd. (UK) | Chairman | 2023 – present | Net-zero homes hardware/software . |
| Spring Valley Acquisition Corp. II (Nasdaq: SVIIU) | Public Company Director | 2022 – present | Sustainability-focused SPAC . |
| Climate Transition Capital Acquisition (AEX: CTCA1) | Public Company Director | 2021 – 2023 | SPAC; tenure ended 2023 . |
| Leading Edge Equipment Technologies | Private Company Director | 2017 – 2023 | Solar technology . |
| Cambrian Innovation Inc. | Private Company Director | 2016 – 2020 | Wastewater/resource recovery . |
Board Governance
| Item | Details |
|---|---|
| Current board role | Independent Chairman; Class III director; member, Compensation Committee . |
| Committee assignments | Compensation Committee member (not Chair) . |
| Independence | Board determined Buzby is independent; was non-independent only during he served as Interim CEO/Executive Chair; independence resumed thereafter . |
| Board leadership structure | Chairman and CEO roles separated; Dr. Laura Tyson served as Lead Independent Director while Buzby was Interim CEO . |
| Attendance | In 2024, all directors attended at least 75% of Board/committee meetings; all but one attended 95% of meetings (Board held 16 meetings; Audit 9; Comp 7; Nominating 6) . |
| Executive sessions | Independent directors meet in executive session at every regular Board meeting, led by the independent Chair . |
| Compensation consultant | Frederic W. Cook & Co. engaged by Compensation Committee in 2024 . |
Fixed Compensation
| Component | Amount / Terms | Period | Notes |
|---|---|---|---|
| Director cash retainer | $60,000 | Annual | Paid quarterly in arrears . |
| Committee retainers | Audit Chair $20,000; Comp Chair $12,000; Nominating Chair $10,000; Audit member $10,000; Comp member $6,000; Nominating member $4,000 | Annual | Chair fees in lieu of member fees . |
| Director equity grant | RSUs w/ target grant date fair value $140,000; 2024 grant = 110,236 RSUs | Annual | Vests in full on May 29, 2025 (anniv. 2024 AGM) . |
| 2024 director comp (Buzby) | Cash fees: $87,000; RSUs: 110,236 units ($140,000 grant-date fair value) | 2024 | Total director comp: $226,400 . |
| Interim CEO base salary (prorated) | $600,000 annualized | 2024 | Prorated; 2024 salary actually paid: $289,062 . |
Performance Compensation
| Component | Terms | Vesting / Performance | Period / Value |
|---|---|---|---|
| Interim CEO annual incentive (AIP) | Target: 125% of base salary; guaranteed minimum payout 75% of target (prorated for service in 2024) | Company performance; minimum payout guaranteed as stated | 2024 bonus paid: $282,787 . |
| Director RSU award | 110,236 RSUs ($140,000 grant-date fair value at $1.27 close) | Vests in full on May 29, 2025 | Granted May 29, 2024 . |
| Interim CEO option grant | 400,000 options; exercise price $1.00 (premium to same-day close $0.58) | Vesting in six equal monthly installments during service; expires 8/28/2034 | Granted Aug 28, 2024; option FV $164,000 reported for 2024 . |
| Legacy option holding | 23,717 options @ $2.27; expire 11/1/2028 | Vested as of 2019 in monthly installments | Pre-merger grant . |
Plan-level guardrails (apply to director/employee equity awards): no option/SAR repricing without shareholder approval; 1-year minimum vesting (limited exceptions); no automatic vesting on change in control; no excise tax gross-ups; robust clawback policy including accounting restatements .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public boards | Spring Valley Acquisition Corp. II (SVIIU); Climate Transition Capital Acquisition (through 2023) . |
| Committee interlocks | None reported; no Comp Committee interlocks and no members were employees in prior 3 years . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Energy transition/renewables | Founder/operator/investor in SunEdison, SunRun, Bright Plain; “Energy Transition” and “Capital Allocation” skills flagged in director skills matrix . |
| Capital allocation / M&A | Multiple founder/operator roles; M&A, strategy experience; skills matrix marks M&A, enterprise risk . |
| Governance leadership | Independent Chairman since 2021; led through CEO transition in 2024/25 . |
| Education | BA Middlebury; MBA Harvard . |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,433,001 shares | <1% of outstanding . |
| Components | 490,384 options; 641,209 shares held by David S. Buzby Revocable Trust (sole voting/investment power) | As of Mar 31, 2025 . |
| Outstanding awards (as of 12/31/2024) | 23,717 options @ $2.27 (exp. 11/1/2028); 400,000 options @ $1.00 (exp. 8/28/2034); 110,236 RSUs vesting 5/29/2025 | From outstanding equity awards table . |
| Ownership % of SO | <1% | Based on 166,172,052 shares outstanding . |
| Pledging | Not disclosed | No pledging disclosed in proxy ownership section . |
Insider Trades (recent)
| Date (trade) | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2024-03-15 | Open market purchase | 62,500 | $1.84 | |
| 2024-03-18 | Open market purchase | 33,800 | $1.81 | |
| 2025-06-02 | Form 4 (transaction reported) | — | — | |
| 2025-06-06 | Form 4 (transaction reported) | — | — | |
| 2025-07-03 | Gift by Buzby Revocable Trust | 5,511 | N/A |
Note: Fintel/OpenInsider corroborate the March 2024 purchases and July 2025 gift; some 2025 Form 4s list events without easily extractable share/price in index views .
Employment & Contracts (Interim CEO service in 2024)
| Term | Detail |
|---|---|
| Employment agreement | Annualized base salary $600,000 (prorated); AIP target 125% of salary with guaranteed minimum payout at 75% of target (prorated); 400,000 stock options at $1.00 exercise price vesting over six months; reimbursement of temporary housing (up to $6,700/month) and reasonable travel . |
| Status | Served as Interim CEO/Executive Chair until Jan 27, 2025; now Non-Executive Chair (no longer entitled to executive compensation/benefits) . |
| 2024 Summary comp (as NEO) | Salary $289,062; Bonus $282,787; Stock awards (director RSU) $140,000; Option awards $164,000; Other $11,708; Total $887,557 . |
Related Party Transactions & Conflicts
- Policy: Nominating Committee reviews related person transactions >$100,000; standing pre-approval for ordinary director/employee compensation; Code requires disclosure of conflicts .
- Disclosures: “Since the beginning of 2023, there were no related person transactions under the relevant standards.”
- Section 16 compliance: One late Form 4/A for Buzby reported for 2024 .
Director Compensation (Structure and 2024 outcomes)
| Element | Policy / 2024 Outcome |
|---|---|
| Cash | $60,000 annual retainer; additional committee chair/member retainers as applicable . |
| Equity | Annual RSU grant target $140,000; 2024 grant: 110,236 RSUs vesting at the 2025 AGM anniversary . |
| Limits | Non-employee director total annual comp (cash + equity grant-date FV) capped at $600,000; Board may approve exceptions with recusal by recipient . |
| 2024 Buzby director comp | Cash $87,000; RSU grant 110,236 units ($140,000 FV); total $226,400 . |
Governance Assessment
-
Strengths
- Independent Chair with deep energy-transition operating and board experience; clear separation of Chair/CEO roles; Lead Independent Director used during interim CEO period to preserve independent oversight .
- Strong equity plan governance: no repricing, minimum 1-year vesting, clawback tied to restatements, no excise tax gross-ups, and director pay caps—aligns with investor expectations .
- No related-party transactions since 2023; Compensation Committee staffed entirely by independent directors; use of independent consultant (FW Cook) .
-
Potential concerns / watch items
- Interim CEO AIP included a guaranteed minimum payout (75% of target, prorated), which weakens pay-for-performance for that period, though framed as transitional and time-limited .
- Reverse stock split and listing compliance context heighten scrutiny of board effectiveness; while not specific to Buzby, it underscores the importance of disciplined equity usage and retention incentives the Board is advancing .
- One late Section 16 Form 4/A filing noted for Buzby in 2024 (administrative, but governance-sensitive) .
-
Alignment signals
- Significant personal equity exposure: 1.43M beneficial shares including options and trust holdings (<1% of SO) .
- 2024 option grant set at a premium to grant-date market price ($1.00 vs $0.58), indicating out-of-the-money alignment at issuance .
Overall, Buzby’s profile reflects seasoned sector expertise, independent leadership, and material equity alignment. The temporary guaranteed AIP floor during his interim CEO tenure is a watch item but appears transitional; structural guardrails in the equity plan and absence of related-party transactions support investor confidence .