Krishna Shivram
STEMAbout Krishna Shivram
Krishna Shivram (age 62) is an independent director of Stem, Inc., appointed in March 2025 and standing for election as a Class I director at the June 4, 2025 annual meeting. He brings 30+ years in corporate finance, capital structure, and M&A, including as Interim CEO and CFO of Weatherford International and senior finance/M&A roles at SLB (Schlumberger); he holds a Bachelor of Commerce (Mumbai University) and is a Chartered Accountant (ICAI) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veritec Capital Partners | Managing Partner | 2023 – present | Private capital; capital allocation expertise |
| Lavni Ventures USA/India | General Partner | USA: 2020 – present; India: 2021 – present | Venture investing; technology/energy exposure |
| Sentinel Energy Services (SPAC) | Chief Executive Officer | 2017 – 2020 | SPAC leadership and capital markets |
| Weatherford International (WFRD) | Interim CEO; EVP & CFO | Interim CEO: 2016 – 2017; CFO: 2013 – 2016 | Turnaround, restructuring, and capital structure management |
| SLB (Schlumberger) | VP & Treasurer; Head of M&A | VP & Treasurer: 2011 – 2013; Head M&A: 2009 – 2011 | Global M&A execution and treasury |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Allison Transmission Holdings (NYSE: ALSN) | Director | 2022 – present | Public company board experience |
| Ranger Energy Services (NYSE: RNGR) | Director | 2017 – present | Public company board experience |
| Superior Energy Services (fmr. NYSE: SPN) | Director | 2021 – 2024 | Energy services experience |
| Sentinel Energy Services (fmr. Nasdaq: STNL) | Director | 2017 – 2023 | SPAC governance |
Board Governance
- Class I director; appointed March 2025; nominee for election at the 2025 Annual Meeting (term through 2028 if elected) .
- Committee assignments: Member, Compensation Committee (not Chair) .
- Independence: The Board determined all current directors, including Mr. Shivram, are independent under NYSE rules .
- Board engagement practices: Independent Chair; executive sessions of non-employee directors at every regular Board meeting; 16 Board meetings in 2024; all directors attended at least 75% of Board/committee meetings and all (except one) attended 95% (note: 2024 attendance precedes Mr. Shivram’s appointment) .
Fixed Compensation (Non-Employee Director Program)
| Component | Amount/Terms |
|---|---|
| Annual Board cash retainer | $60,000, paid quarterly in arrears |
| Committee member fees | Compensation Committee member: $6,000 (Chair fee $12,000; Audit member $10,000; Nominating member $4,000). Chair fees are in lieu of member fees |
| Meeting fees | Not disclosed; program structured around retainers |
| Pay review cadence | No director pay increases approved in 2023–2024 given stock price and to conserve cash |
Performance Compensation (Equity – Non-Employee Director Program)
| Feature | Details |
|---|---|
| Annual grant (typical) | Time-based RSUs targeted at $140,000 grant date fair value; in 2024 each non-employee director received 110,236 RSUs vesting on May 29, 2025 . |
| Individual awards (as of 3/31/2025) | Mr. Shivram shows 62,222 “stock awards” outstanding under the equity plan (as a Class I nominee) . |
| Non-employee director annual pay cap | Combined equity (grant date fair value) + cash fees capped at $600,000 per director per fiscal year . |
| Minimum vesting | One-year minimum vest for awards; director awards may vest at next annual meeting ≥50 weeks after prior meeting; up to 5% pool exception . |
| Repricing | No option/SAR repricing or cash buyouts of underwater awards without stockholder approval . |
| Dividends | No dividends/equivalents on options/SARs; for other awards, dividends paid only upon vesting . |
| Clawback | All awards subject to Stem’s clawback policy and additional recoupment upon certain accounting restatements . |
Note: Director equity is time-based (no performance-conditioned director equity disclosed), aligning pay with shareholder outcomes while retaining directors through service-based vesting .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Allison Transmission (ALSN); Ranger Energy (RNGR); Superior Energy (SPN, prior); Sentinel Energy (STNL, prior) | Director | No related-party transactions with Stem since 2023 under Item 404; Board independence affirmed . |
Expertise & Qualifications
- Finance, capital allocation, and corporate development: extensive M&A and treasury experience at SLB and executive leadership at Weatherford .
- Board skills matrix indicates strengths in capital allocation, corporate finance, M&A, enterprise risk management, energy transition, and prior CEO experience; also multiple public company boards and global business experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Krishna Shivram | 62,222 | <1% |
- Stock ownership guidelines: Directors must hold shares equal to 4× annual cash retainer; 5-year compliance window; as of March 31, 2025, all NEOs and board members were in compliance .
- Hedging/pledging: Hedging prohibited; short sales/options restricted; as of Dec 31, 2024, no director or executive officer had pledged company shares .
Governance Assessment
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Strengths:
- Independent director with deep finance and restructuring background (Weatherford CFO/Interim CEO; SLB M&A/Treasury) and current compensation committee service—useful for pay-for-performance discipline and capital allocation oversight .
- Director pay program emphasizes equity with one-year vesting, clawback coverage, no repricing, and a hard cap—investor-friendly guardrails that support alignment and discipline .
- No related-party transactions since 2023 and prohibitions on hedging/pledging reduce conflict/alignment risk .
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Watchpoints:
- Mr. Shivram was identified as a Board candidate by management (not by the nominating committee’s external search), which can draw investor scrutiny on independence of the nomination pipeline despite formal independence status .
- Equity utilization/dilution remains a broader company-level consideration (Board seeks 7.5 million additional shares in 2025 plan restatement), though director compensation is capped and structured conservatively .
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Attendance/engagement: While individual 2025 attendance data for Mr. Shivram is not yet disclosed, the Board’s 2024 cadence (16 Board meetings, executive sessions each meeting, high attendance) indicates an engaged governance culture .
Appendix: Director-Specific Data Extracts
- Committee assignment: Compensation Committee member (non-chair) .
- Independence: Yes, under NYSE rules (as determined by the Board) .
- Share ownership: 62,222 beneficially owned; under 1% of outstanding .
- 2024 director equity baseline: 110,236 RSUs per non-employee director; vests May 29, 2025; target value $140,000 .
- Cash compensation baseline: $60,000 annual Board retainer; Compensation Committee member fee $6,000; paid quarterly .
- Ownership guidelines: 4× cash retainer for directors; all board members in compliance as of March 31, 2025 .
- Related-party: None since 2023; policy overseen by the Nominating Committee .