Vasu Guruswamy
STEMAbout Vasudevan (Vasu) Guruswamy
Independent director of Stem, appointed March 2025; Class III director (term expires at the 2027 annual meeting). Age 64 as of April 23, 2025. Former Vice President, Services at SLB (Schlumberger) with extensive energy, digital technology, and software-services experience; co-founder/GP at Lavni Ventures and venture partner at CSL Capital. Education: M.S. Chemical Engineering (Rensselaer Polytechnic Institute); B.Tech. Chemical Engineering (IIT Madras).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SLB (Schlumberger) | Vice President, Services | 2011–2017 | — |
| SLB (Schlumberger) | Various technical and operational roles | 1984–2010 | — |
| CSL Capital Management | Managing Director | 2018–2020 | — |
| CSL Capital Management | Venture Partner | 2020–present | — |
| Lavni Ventures USA & India | Co‑Founder & General Partner | 2019–present | — |
External Roles
| Organization | Type | Position | Tenure |
|---|---|---|---|
| FlytBase | Private company | Board (director) | 2020–present |
| Redlist | Private company | Board (director) | 2020–present |
| Public company boards | — | None | — |
Board Governance
- Committee assignments: Nominating, Governance & Sustainability Committee (member). No chair roles disclosed.
- Independence: Board determined he is independent under NYSE rules.
- Years of service: Joined March 2025; Class III director (term expires 2027).
- Attendance and cadence: In 2024, the Board held 16 meetings; Audit 9; Compensation 7; Nominating 6. All directors attended at least 75% of meetings; all except one attended 95%. (Note: Mr. Guruswamy joined in 2025.)
- Board leadership and executive sessions: Independent Chair leads; independent directors meet in executive session at every regular Board meeting.
Fixed Compensation
Applicable annual cash retainers for non‑employee directors (policy):
| Position | Cash Retainer ($) |
|---|---|
| Board Member | 60,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 12,000 |
| Nominating Committee Chair | 10,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Member | 6,000 |
| Nominating Committee Member | 4,000 |
- Application to Mr. Guruswamy: As a Board member and Nominating Committee member, his policy cash fees annualize to $64,000 (prorated for 2025 appointment).
Performance Compensation
Director equity is time‑based RSUs (no performance conditions); target grant date fair value of $140,000 per year. 2024 annual director grant was 110,236 RSUs (vests on the one‑year anniversary of the 2024 annual meeting). Plan features include one‑year minimum vesting, no dividends until vesting, no repricing, $600k annual cap per director, clawback compliant with NYSE rule.
| Element | Structure | Amount/Detail | Vesting/Conditions |
|---|---|---|---|
| Annual Director RSUs | Time‑based RSUs | Target value $140,000 per year | Typically vests on the next annual meeting one‑year anniversary; 2024 grant vests on May 29, 2025 |
| 2024 Annual Grant (context) | RSU count | 110,236 RSUs (per director) | Vests on May 29, 2025 |
| Performance metrics | — | None (director awards are time‑based) | — |
| Plan safeguards | Policy terms | 1‑year minimum vesting; no repricing; no dividends before vest; $600k cap; clawback covers awards |
- Mr. Guruswamy holdings: 62,222 RSUs reported beneficially owned as of March 31, 2025 (reflects RSUs vesting within 60 days under SEC rules, consistent with vesting at/near the June 4, 2025 annual meeting following his March 2025 appointment).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Private company boards | FlytBase (2020–present); Redlist (2020–present) |
| Investment/affiliation roles | Lavni Ventures (GP, co‑founder); CSL Capital (Venture Partner) |
| Related-party transactions | None disclosed since the beginning of 2023; Related Party Transaction Policy administered by the Nominating Committee |
Expertise & Qualifications
- Domain and functional: Energy transition, industry/operational, business development and strategy, capital allocation, global business experience.
- Background highlights: Global VP of Software Services at SLB; venture investing and operating experience across energy and software sectors.
- Education: M.S. Chemical Engineering (RPI); B.Tech. Chemical Engineering (IIT Madras).
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Composition/Notes |
|---|---|---|---|
| Vasudevan (Vasu) Guruswamy | 62,222 shares | <1% | Includes 62,222 RSUs that vest within 60 days of March 31, 2025; no options disclosed |
| Pledging/Hedging | Company‑wide policy | Hedging prohibited; caution on pledging; as of Dec 31, 2024 no director shares were pledged | |
| Ownership guidelines | Requirement | Directors: 4× annual cash retainer; 5 years to comply; retain 50% of net shares until guideline met; as of Mar 31, 2025 all directors were in compliance |
Governance Assessment
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Strengths
- Independent director with deep services/software and global energy experience; sits on the Nominating, Governance & Sustainability Committee that oversees governance, succession, and sustainability, supporting board effectiveness.
- Strong director pay safeguards: 1‑year minimum vesting, no repricing, no evergreen, $600k director cap, clawback coverage, and no dividends on unvested awards; aligns with investor‑friendly practices.
- Stock ownership guidelines (4× retainer) with retention requirements; board reports compliance as of March 31, 2025; hedging prohibited and no pledging reported.
-
Watch items
- Recent appointment (March 2025) implies limited historical attendance/engagement data specific to him; monitor 2025–2026 participation and contributions on the Nominating Committee.
- Venture and private board affiliations in adjacent energy/software ecosystems warrant routine related‑party screening; company reports no related‑party transactions since 2023 and has an active policy overseen by the Nominating Committee.
-
Board context
- Independent Chair; executive sessions at every regular meeting support independent oversight; robust 2024 meeting cadence with high attendance across the board.