Laura D’Andrea Tyson
STEMAbout Laura D’Andrea Tyson
Laura D’Andrea Tyson, age 77, has served on Stem, Inc.’s Board since April 2021 and is an independent director. She chairs the Nominating, Governance and Sustainability Committee and serves on the Audit Committee, bringing deep expertise in economics, public policy, governance, and energy/technology sectors; she previously chaired the U.S. President’s Council of Economic Advisors (1993–1995) and led the White House National Economic Council (1995–1996). She holds a BA in Economics from Smith College and a PhD in Economics from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White House | Chair, Council of Economic Advisors | 1993–1995 | Led macroeconomic policy; first woman in role |
| White House | Director, National Economic Council | 1995–1996 | Coordinated economic policy across agencies |
| UC Berkeley (Haas) | Distinguished Professor of the Graduate School; Professor Emeritus | 2016–present | Governance and ESG thought leadership |
| UC Berkeley (Haas) | Dean | 1998–2001 | Academic leadership |
| London Business School | Dean | 2002–2006 | Global business education leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Rock Creek Group | Senior Advisor | 2009–present |
| Apax Partners | Senior Advisor | 2021–present |
| McKinsey Global Institute | Senior External Advisor | Ongoing |
| Morgan Stanley Institute for Sustainable Investing | Advisory Board Member | Ongoing |
| Generation Investment Management | Advisory Board Member | 2005–present |
| Angeleno Group | Advisory Board Member | 2019–present |
| California Governor’s Council of Economic Advisors | Co-Chair | Ongoing |
| PCAST (Semiconductor Working Group) | Member | 2016–2017 |
| U.S. Dept. of State Foreign Affairs Policy Board | Member | 2011–2013 |
| President’s Council on Jobs | Member | 2011–2013 |
| President’s Economic Recovery Advisory Board | Member | 2009–2011 |
Board Governance
- Committee assignments: Chair, Nominating, Governance and Sustainability Committee; Member, Audit Committee .
- Independence: Board determined all current directors, including Dr. Tyson, are independent under NYSE rules .
- Attendance: In 2024 the Board held 16 meetings; Audit 9; Compensation 7; Nominating 6. All directors attended at least 75% of Board/committee meetings, and all but one attended 95% .
- Leadership: Independent Chairman; during leadership transition, Dr. Tyson served as Lead Independent Director to support unified oversight .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $60,000 | Standard annual cash retainer |
| Committee chair fee | $10,000 | Nominating Committee Chair (chair fee is in lieu of member fee) |
| Committee member fee | $10,000 | Audit Committee member |
| Actual cash paid (2024) | $70,000 | Total fees reported for Dr. Tyson in 2024 |
Additional structure:
- Audit Chair: $20,000; Compensation Chair: $12,000; Nominating Chair: $10,000; Audit Member: $10,000; Compensation Member: $6,000; Nominating Member: $4,000. Cash paid quarterly in arrears; chair fees are in lieu of membership fees .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 29, 2024 | 110,236 | $140,000 (based on $1.27 close) | Vest in full on May 29, 2025 | Standard non-employee director annual RSU grant |
| RSUs (annual director grant) | June 4, 2025 | 149,723 | — | Per plan minimum one-year vesting with director exception (next AGM ≥50 weeks rule) | Form 4 filed; RSU award; SEC link: https://www.sec.gov/Archives/edgar/data/1758766/000095017025083368/0000950170-25-083368-index.htm |
Policy features:
- Non-employee director annual grant target $140,000, subject to $600,000 annual cap inclusive of cash and equity .
- One-year minimum vesting; director awards may vest at next annual meeting at least 50 weeks after prior meeting .
- Dividends/dividend equivalents paid only upon vesting (no dividends on options/SARs) .
- Clawback: All awards subject to Company clawback policy and restatement-triggered recoupment .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| AT&T Inc. (NYSE: T) | Director | 1999–2020 | Prior public board |
| Morgan Stanley (NYSE: MS) | Director | 1997–2016 | Prior public board |
| CBRE Group, Inc. (NYSE: CBRE) | Director | 2010–2022 | Prior public board |
| Silver Spring Networks (NYSE: SSNI, former) | Director | 2009–2018 | Smart grid experience |
| Angeleno Group | Advisory Board Member | 2019–present | Potential network interlock: Director Anil Tammineedi is a Partner at Angeleno Group ; Company discloses no related person transactions since 2023 |
Expertise & Qualifications
- Skills matrix: Capital allocation; business development/strategy; enterprise risk management; government/regulatory/public policy; global business experience; cybersecurity/information security marked for Tyson in Board skills summary .
- Academic leadership: Dean roles at Berkeley and London Business School; senior advisory roles across finance and sustainability .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Components/Notes |
|---|---|---|---|
| Laura D’Andrea Tyson | 159,747 | <1% | As of March 31, 2025; includes equity convertible/vesting within 60 days per SEC rules |
| 2024 RSUs outstanding | 110,236 | — | Annual director RSUs scheduled to vest May 29, 2025 |
| Pledging/Hedging | None pledged | — | Company policy prohibits hedging; encourages caution on pledging; none pledged by directors as of Dec 31, 2024 |
| Ownership Guidelines | 4x annual cash retainer | — | Directors must meet 4x retainer; compliance expected within five years; all directors in compliance as of March 31, 2025 |
Recent insider transactions:
- 110,236 shares converted upon RSU vesting (M-Exempt) dated May 29, 2025; post-transaction ownership 159,747; SEC: https://www.sec.gov/Archives/edgar/data/1758766/000095017025080419/0000950170-25-080419-index.htm
- 149,723 RSUs awarded (A-Award) dated June 4, 2025; SEC: https://www.sec.gov/Archives/edgar/data/1758766/000095017025083368/0000950170-25-083368-index.htm
Governance Assessment
- Strengths: Independent status; chairs Nominating Committee with direct oversight of sustainability; member of Audit Committee; demonstrated high engagement via Board’s meeting cadence; prior role as Lead Independent Director during leadership transition; compliance with stock ownership guidelines; no hedging/pledging; director compensation cap at $600k and robust clawback provisions .
- Alignment: Annual director RSUs with one-year vesting and retention requirements support long-term alignment; standard cash retainer, no meeting fees, structured committee retainers .
- Potential red flags/monitoring items: Advisory relationship with Angeleno Group while an Angeleno Group partner (Anil Tammineedi) sits on the Board – governance interlock to monitor, though Company reports no related-person transactions since 2023 . Equity utilization and non-employee director compensation limits are explicitly controlled; no excise tax gross-ups; no option repricing without stockholder approval . Overall board attendance meets thresholds; independent executive sessions at each regular meeting .