Independent
Tenure on this board
3.0 yrs
2 nominees · 4 ballot items.
Elect two Class II directors; ratify KPMG LLP as independent auditors for 2026; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and advisory (non-binding) vote on the frequency of future say-on-pay votes.
Elect two Class II directors (Sandeep Nijhawan and Harry Quarls) to hold office until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to validate its compensation approach, which the compensation committee describes as emphasizing variable, performance-based pay delivered through base salary, annual cash incentives and long-term equity awards. The board frames this as a program designed to align executive incentives with long-term shareholder value and to attract and retain talent in a competitive cleantech labor market. Notable context includes recent leadership changes (a CEO separation and interim and subsequent appointments) and severance and acceleration arrangements disclosed for departing executives, which may heighten shareholder scrutiny of pay-for-performance alignment. The Company is a smaller reporting company and this is the first time it is including a say-on-pay vote, so the vote will serve as an important governance signal about investor satisfaction with executive pay design and outcomes. The proxy includes pay-versus-performance disclosure showing adjustments to “compensation actually paid,” which may complicate investor assessment because prior-year equity valuation changes and forfeitures materially affected reported pay. The vote is advisory and non-binding, but the board and compensation committee state they will consider the results when making future compensation decisions; a strong negative result could prompt changes to compensation structure, governance or disclosure. Investors should weigh the alignment of incentive metrics, recent forfeitures/accelerations and the board’s commitment to consider vote outcomes when assessing the merits of supporting management’s recommendation.
A non-binding advisory vote to select whether future advisory votes on named executive officer compensation should occur every one, two, or three years; the board recommends holding the vote every one year.
This proposal asks shareholders to state their preferred interval for future non-binding advisory votes on executive compensation—one, two, or three years—with the option to abstain; the choice receiving the plurality of votes will be considered the stockholders’ advisory preference. Management recommends an annual (one-year) frequency, arguing it provides more regular shareholder engagement and timely feedback on executive pay practices. The request is non-binding under Dodd-Frank and SEC rules, but it serves as a governance signal that the board will consider when setting its future cadence for say-on-pay votes. Company-specific context includes recent management turnover and active adjustments to executive pay and severance arrangements, which could argue for more frequent opportunities for shareholder review. More frequent votes increase administrative engagement costs but also enhance accountability and allow investors to respond more quickly to changes in compensation design or pay-for-performance outcomes. Given the Company’s description of its compensation program emphasizing at-risk and performance-based elements, annual votes enable shareholders to evaluate whether those mechanisms are producing the intended alignment. The board’s explicit commitment to consider the vote outcome, despite its non-binding nature, reduces some governance risk, but investors should recognize that the board retains final authority and may choose a different cadence if it deems that appropriate. Overall, an annual vote is likely to favor greater transparency and responsiveness in a period of active leadership and compensation adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SOFTBANK GROUP CORP. | 8.2% | 2,396,980 | $3M |
| 2 | Alyeska Investment Group, L.P. | 4.8% | 1,400,000 | $2M |
| 3 | HEIGHTS CAPITAL MANAGEMENT, INC | 3.3% | 963,495 | $1M |
| 4 | Arosa Capital Management LP | 3.1% | 910,000 | $1M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 634,720 | $743K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 183,863 | $215K |
| 7 | Shay Capital LLC | 0.6% | 180,000 | $211K |
| 8 | GSA CAPITAL PARTNERS LLP | 0.5% | 145,578 | $170K |
| 9 | UBS Group AG | 0.5% | 144,510 | $169K |
| 10 | Green Alpha Advisors, LLC | 0.4% | 114,580 | $134K |
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