Saul Laureles
STEMAbout Saul Laureles
Saul R. Laureles, 59, serves as Chief Legal Officer and Corporate Secretary at Stem, Inc. since May 2021. He previously held senior legal leadership roles at SLB (Schlumberger), most recently as Director, Corporate Legal Affairs and Assistant Corporate Secretary (2007–2021). He holds a B.A. from the University of Chicago and a J.D. from the University of Michigan Law School . Company performance context: pay-versus-performance disclosures show a $100 initial investment value of 47.13 (2022), 20.45 (2023), and 3.18 (2024), with reported net income of $(124.1)M, $(140.4)M, and $(854.0)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLB (Schlumberger) | Director, Corporate Legal Affairs; Assistant Corporate Secretary | 2007–2021 | Led corporate legal affairs and governance at a global energy technology firm |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 374,844 | 400,600 |
| Actual Annual Incentive ($) | 246,304 | 221,000 |
| All Other Compensation ($) | — | 13,200 (401k match) |
| Total Compensation ($) | 2,323,754 | 2,617,061 |
Notes:
- Target bonus percentage for Mr. Laureles was not disclosed for these years .
Performance Compensation
Long-Term Incentives (Equity Awards)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Vesting Schedule | Grant Date Fair Value Context |
|---|---|---|---|---|---|
| RSUs | 2/15/2023 | 105,263 | — | 33%/33%/34% annually beginning 2/15/2024 | Part of $2,000,000 LTI target mix |
| Stock Options | 2/15/2023 | 135,982 | $10.25 | 33%/33%/34% annually beginning 2/15/2024 | Part of $2,000,000 LTI target mix |
| RSUs (Retention) | 7/28/2022 | 34,325 | — | 100% vested 1/28/2024 | $300,000 target recognition grant |
Annual Incentive Plan (AIP) Metrics
- Metrics used by the Compensation Committee: Adjusted EBITDA, Contracted Annual Recurring Revenue (CARR), Revenue, and Operating Cash Flow .
- 2024 AIP outcome: no annual cash incentive earned by NEOs due to not meeting threshold performance across approved metrics .
- 2023 vesting/outcomes: RSUs vested 21,539 shares with $163,635 realized value; no option exercises reported for Mr. Laureles .
Equity Ownership & Alignment
| Snapshot | Detail |
|---|---|
| Outstanding Equity (12/31/2022) | 72,347 unvested RSUs ($646,782 market value at $8.94), 113,042 unexercised stock options (exercise price $9.33), plus RSUs vesting 1/28/2024 (34,325 units) |
| 2023 RSU Vesting | 21,539 shares vested; $163,635 realized value |
| Stock Ownership Guidelines | Executives must hold 2x base salary; all NEOs and board members in compliance as of 3/31/2025 |
| Hedging/Pledging | Insider policy prohibits hedging, short sales, and derivatives; encourages caution on pledging; as of 12/31/2024, no executive or director had pledged shares |
Potential selling pressure indicators:
- RSU and option vesting schedule from 2023 grants implies vesting/settlement windows around 2/15/2025 and 2/15/2026, subject to blackout windows and personal trading decisions .
Employment Terms
| Provision | Outside Change-in-Control (CIC) | During CIC Period |
|---|---|---|
| Severance Cash | 9 months of base salary | 1x (base salary + target bonus) |
| Bonus | Pro-rata bonus for year of termination (actual performance) | Pro-rata bonus for year of termination (actual performance) |
| COBRA | Up to 9 months coverage | Up to 12 months coverage |
| Equity Treatment | No specific acceleration disclosed for Mr. Laureles; plan-level CIC provisions may result in assumption, substitution, acceleration, lapse of repurchase rights, or cancellation with consideration, at Board discretion – |
Other governance and clawback:
- Clawback policy adopted Oct 2023; recovery of excess incentive compensation over the prior three fiscal years in the event of an accounting restatement due to material noncompliance .
- Equity plan features include one-year minimum vesting (limited exceptions), prohibition on repricing, and no excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment: large 2023 equity mix (RSUs/options) with multi-year vesting and strict AIP metrics suggests alignment to software/CARR, EBITDA, cash flow outcomes; 2024 zero AIP payouts reinforce discipline .
- Selling pressure windows: RSU/option tranches from 2023 grants vest around mid-February annually; monitor Form 4 filings and blackout periods for potential liquidity events .
- Alignment safeguards: ownership guidelines compliance and prohibition on hedging/pledging reduce misalignment risk; clawback strengthens downside governance .
- Change-in-control economics: severance at 1x salary+target bonus with COBRA (12 months) in CIC is moderate vs typical market multiples, limiting “golden parachute” risk; equity acceleration subject to plan-level Board actions .
- Dilution context: broader equity plan amendments and share reserve increases drive overhang; while not specific to Mr. Laureles, this affects equity value realization across executives and shareholders –.