Ira Birns
STEMAbout Ira Birns
Ira M. Birns, age 62, has served as an independent director of Stem since November 2023 and is Chair of the Audit Committee. He is Executive Vice President & Chief Financial Officer of World Kinect Corp. (NYSE: WKC) since 2007; previously held treasury leadership roles at Arrow Electronics. He holds a BBA in Public Accounting from Hofstra University and is a Certified Public Accountant and Certified Treasury Professional. The Board designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Electronics (NYSE: ARW) | Assistant Treasurer; Treasurer; Vice President & Treasurer | 1989–1996; 1996–2002; 2002–2007 | Treasury leadership (liquidity, capital markets) |
| World Kinect Corp. (NYSE: WKC) | EVP & Chief Financial Officer | 2007–present | Finance leadership across global energy procurement, M&A, capital markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Kinect Corp. (NYSE: WKC) | EVP & CFO | 2007–present | Energy procurement and related services across aviation, marine, and land transport |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation or Nominating Committees. Board determined Birns is independent under NYSE rules; he is also designated an “audit committee financial expert.”
- Engagement and attendance: In 2024, all directors attended at least 75% of Board/committee meetings and all (except one) attended 95%; Board held 16 meetings, Audit 9, Compensation 7, Nominating 6. As Audit Chair, Birns co-signed the Audit Committee Report recommending inclusion of audited financials in the 2024 10-K.
- Risk oversight: Audit Committee has overall responsibility for risk assessment (financial reporting, internal controls, cybersecurity). In mid-2024, the Executive Chair and Audit Committee Chair joined monthly DevCo Investment and Risk Committee meetings in oversight roles, with quarterly reporting to the Audit Committee.
Fixed Compensation
| Position | Cash Retainer ($) |
|---|---|
| Board Member | 60,000 |
| Audit Committee Chair (in lieu of member fee) | 20,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 6,000 |
| Nominating Committee Member | 4,000 |
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 72,174 |
Notes: Compensation Committee did not increase non-employee director pay in 2024 (second consecutive year), citing stock price and cash conservation.
Performance Compensation
| Grant | Grant Date | Units | Grant-Date Valuation Basis | Vesting |
|---|---|---|---|---|
| Annual Director RSU | May 29, 2024 | 110,236 RSUs | Based on $1.27 closing price; target fair value $140,000; subject to $600,000 director cap | Vest in full on May 29, 2025 |
| Appointment RSU (pro-rated) | Oct 26, 2023 | 24,184 RSUs | Fair value based on $3.24 closing price | Per grant terms; reflected in 2023 compensation |
Performance metrics: Director RSUs are time-based; no revenue/EBITDA/TSR metrics apply to director equity. Equity plan prohibits repricing options/SARs without shareholder approval; requires 1-year minimum vesting (limited exceptions); forbids dividends on options; imposes $600,000 annual limit for non-employee director compensation; awards subject to clawback policy and restatement-trigger recoupment.
| Year | Stock Awards (Units) | Total ($) |
|---|---|---|
| 2024 | 110,236 RSUs | 211,574 (with cash), per SEC rules |
| 2023 | 24,184 RSUs (fair value $78,356) | 90,444 (including $12,088 cash) |
Other Directorships & Interlocks
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
Related-party transactions: None since the beginning of 2023 under Item 404(a); Nominating Committee oversees related-person transactions.
Expertise & Qualifications
- CPA and CTP credentials; deep finance, accounting, M&A, capital markets, and investor relations experience; energy sector exposure (renewable fuels and power).
- Board-designated audit committee financial expert; capital allocation and enterprise risk experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Total | Components/Footnotes |
|---|---|---|---|
| Ira M. Birns | 134,420 | <1% | Includes 110,236 RSUs vesting within 60 days; denominator 166,172,052 shares (as of Mar 31, 2025) |
Ownership alignment and policies:
- Stock ownership guidelines: Directors must hold Stem stock equal to 4x annual cash retainer; five years to comply; retain 50% of net shares from exercises/vesting until compliant. All directors/NEOs were in compliance as of Mar 31, 2025.
- Hedging/pledging: Hedging prohibited; no shares of directors/officers were pledged as of Dec 31, 2024.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-04 | A (Award) | Restricted Stock Unit | 149,723 | 149,723 | https://www.sec.gov/Archives/edgar/data/1758766/000095017025083371/0000950170-25-083371-index.htm |
| 2025-06-02 | 2025-05-29 | M (Exempt) | Common Stock | 110,236 | 134,420 | https://www.sec.gov/Archives/edgar/data/1758766/000095017025080248/0000950170-25-080248-index.htm |
Notes: The 2025-05-29 transaction likely reflects vesting of the 2024 annual RSU grant; the 2025-06-04 RSU award suggests ongoing annual equity alignment for director service. (More current than proxy statements.)
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| 2024 | 39,114,764 | 23,445,245 | 530,970 | 39,141,845 | Approved |
| 2023 | 46,437,195 | 15,778,304 | 319,223 | 34,512,214 | Approved |
Board structural reforms (declassification, removing supermajority) received >98% of votes cast in 2023 but did not meet outstanding-share threshold; Board plans to resubmit in 2026.
Governance Assessment
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Strengths
- Independence and financial expertise: Birns is independent and the Board’s designated audit committee financial expert; chairs a fully independent Audit Committee; active oversight of Deloitte’s independence and audited financials.
- Alignment: Annual director RSUs and compliance with ownership guidelines; no hedging or pledging—improves investor alignment.
- Engagement: High overall Board/committee meeting cadence in 2024; Audit Chair’s direct involvement in DevCo/PCG risk oversight meetings indicates deeper engagement on risk.
-
Potential conflicts and red flags
- External role at World Kinect (energy procurement) creates industry adjacency; however, Company disclosed no related-party transactions since 2023. Monitor for any future dealings that could create perceived conflicts.
- No director-specific attendance shortfalls or Section 16 delinquency noted for Birns; late filings mentioned for others (Carrington, Buzby, Hofeldt).
-
Compensation structure signals
- Cash conserved and director pay held flat for two consecutive years in 2024; equity grants are time-based RSUs with robust plan limitations (no repricing, 1-year vesting minimum, $600k cap). These practices generally support governance quality and pay discipline.
Overall, Birns’ audit leadership, independence, and ownership alignment are supportive of investor confidence, with minimal conflict indicators disclosed and active risk oversight engagement.