Independent
Tenure on this board
4.5 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect three nominees as Class II directors to serve until the 2029 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement. Management frames this as alignment of executive pay with operational performance through a mix of base salary, annual cash bonuses tied to operational goals, and long-term RSU awards that make a substantial portion of pay at-risk. The board highlights retention, pay-for-performance, use of independent compensation consultant, stock ownership guidelines, and clawback/recoupment policies as governance safeguards. The vote is advisory and will not bind the board, but the board and HRC committee plan to consider the results when making future compensation decisions. The contextual factors include the use of RSUs (instead of options) in 2025 to minimize dilution while retaining retentive value, severance and change-in-control protections for executives, and the company’s ongoing transition toward commercialization of its electrolyte and solid-state cell technology. The board recommends a vote FOR because it believes the program appropriately aligns executive and stockholder interests and supports the company’s operational objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HEIGHTS CAPITAL MANAGEMENT, INC | 5.51% | 12,395,558 | $37M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 8,318,783 | $25M |
| 3 | BlackRock, Inc. | 3.04% | 6,837,875 | $21M |
| 4 | BlackRock, Inc. | 2.41% | 5,423,662 | $16M |
| 5 | D. E. Shaw Co., Inc.Activist | 2.38% | 5,365,749 | $16M |
| 6 | RIVERSTONE HOLDINGS LLC | 2.09% | 4,695,049 | $14M |
| 7 | STATE STREET CORP | 1.89% | 4,243,782 | $13M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.74% | 3,905,888 | $12M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.52% | 3,422,190 | $10M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.42% | 3,192,615 | $10M |
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