☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Total fee paid:

☐	Fee paid previously with preliminary materials:

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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Energy Recovery, Inc. — 2023 Proxy Statement

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part of our DNA, and the PX is the engine that drives our company to this day.

However, an innovative technology can’t alone drive growth – we must also execute. In 2023, the path is clear: remain the leader in desalination, deliver on substantial growth in our wastewater business, and finish 2023 with a pipeline and backlog in CO2 and wastewater that will drive considerable volume sales in 2024 and beyond. In CO2, this means selling into new supermarket chains or industrial refrigeration verticals that will confirm new potential sales pipelines, and to sign additional OEM agreements to then deliver on that pipeline. In wastewater, we must expand in proven markets such as lithium batteries and establish beachheads into new verticals to leverage our products, such as our Ultra PX, and increase volume.

We are making the investments we need to get there, such as developing our sales force in CO2 and wastewater, marketing, and corresponding infrastructure to achieve volume sales. Because all of our PXs use the same core ceramics and fundamental manufacturing processes, the addition of the PX G and the Ultra PX to our product line is an incremental change, not a massive one. Therefore, we believe scaling the volume production of our PXs is achievable on our expected timeline. Our decades of experience manufacturing these components will also help reduce our operational risk as we scale.

In the last year we have made encouraging strides towards building a strong sales pipeline in our new businesses, such as our PX G installation in a Carrefour supermarket, a global chain with over

13,000 locations, and in wastewater, we expanded projects in the lithium battery market by five times in 2022 and, for the first time, began to tackle the municipal wastewater market. While we still have a lot of work to do in this area, we are seeing early success because we are bringing products to market that solve an urgent need. Energy prices are increasing and regulations are forcing a shift towards decarbonization, but CO2 refrigeration and wastewater treatment are both energy intensive practices. We offer a solution that eases the pain of transition, and our extensive experience and proof points in desalination are persuading traditionally conservative industries to adopt solutions that are new to them.

We still have a way to go before we can reach our 2026 revenue targets, but we are laying the foundations that will get us there. Our core desalination business continues to provide a healthy source of revenue and shows room for growth, wastewater has built a strong pipeline and is growing exponentially, and the refrigeration industry is embracing the PX G with exciting opportunities in front of us.

As we look to the next stage in our evolution, you – our valued stakeholders – will continue to have a front seat to our wins, our lessons, and our road ahead.

Sincerely,

Robert Yu Lang Mao

President, Chief Executive Officer, and Chairman of the Board

Energy Recovery, Inc.

1717 Doolittle Drive

San Leandro, CA 94577

— 2023 Proxy Statement

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Table of Contents

NOTICE OF 20212023 ANNUAL MEETING OF STOCKHOLDERS

Date:			Place:			Record Date:
Thursday, June 8, 2023 at 10:00 a.m. Pacific Time			www.virtualshareholdermeeting.com/ERII2023			April 10, 2023

Dear Stockholders of Energy Recovery, Inc.:

We

You are pleased to invite youinvited to attend our 2021the Energy Recovery, Inc., 2023 Annual Meeting of Stockholders, towhich will be held on Thursday, June 10, 2021,8, 2023, at 10:00 a.m. Pacific Daylight Time (the “Annual Meeting”“Annual Meeting”). ThisAs in past years, this year’s Annual Meeting will be conducted in a virtual meeting of stockholders, conductedformat via a live audio webcast. The virtual format also provides the opportunity for participation by a broader group of our stockholders and enables stockholders towebcast at www.virtualshareholdermeeting.com/ERII2023. To participate fully, and equally, from any location around the world, at little to no cost to you. You can attendin the Annual Meeting, via the Internet at www.virtualshareholdermeeting.com/ERII2021 by usingyou will need the 16-digit control number whichthat appears on your Notice Regarding the Availability of Proxy Materials, your proxy card (printed in the box and marked by the arrow), and the instructions that accompanied your proxy materials. If you hold shares in the name of a broker, bank, trustee or other nominee, you may need to contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number. You will have the ability to submit questions during the Annual Meeting via the meeting website.

At

Agenda:

1.To elect five (5) directors for a one-year term;

2.To consider and approve, on a non-binding advisory basis, executive compensation as disclosed in the attached Proxy Statement;

3.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

4.To approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers; and

5.To consider any other business that may properly come before the Annual Meeting we will ask you to consider the following proposals:

or any adjournment or postponement thereof.

	1.	A proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a phased declassification of the Board of Directors over the next three years;

2.

A proposal to elect one (1) Class I director to serve until (i) our 2024 annual meeting of stockholders, or (ii) our 2022 annual meeting of stockholders if Proposal No. 1 above is approved by our stockholders at the Annual Meeting (and in either case, until their respective successors have been elected and qualified, or until the director’s earlier removal or resignation);

3.

A proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

4.

A proposal to consider and approve, on a non-binding advisory basis, executive compensation as disclosed in the attached Proxy Statement; and

5.

To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Energy Recovery, Inc. — 2023 Proxy Statement | i

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Table of Contents

Our Board of Directors has fixed the close of business on April 12, 2021,10, 2023, as the record date for the Annual Meeting. Stockholders of record as of April 12, 202110, 2023, may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, notice of internet availability, proxy statement, annual report on Form 10-K and form of proxy are being made available on or about April [●], 2021.

24, 2023.

S-1

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It is important that your shares are represented at the Annual Meeting, and regardless of whether you plan to attend, we respectfully request that you vote in advance on the matters to be presented at the Annual Meeting as described in these proxy materials.

		Sincerely, Robert Yu Lang Mao President and Chief Executive Officer and Executive Chairman
			By Order of the Board of Directors,
			William W. Yeung
			Chief Legal Officer and Corporate Secretary

	Proxy Mail Date: On or about April [●], 2021
Vote in Advance of the Meeting Over the internet at www.proxyvote.com; or By telephone at 1-800-690-6903; or By mail — sign, date and return the proxy card or voting instruction form mailed to you.			Vote During the Meeting Over the internet – See page 3 of the Proxy —“How Do I Vote”for details on how to vote during the Annual Meeting

Energy Recovery, Inc. — 2023 Proxy Statement | ii

Voting Matters and Board Recommendations

Matter		Board Recommendation	Page
1.	Phased declassification of the Board over three-year period	FOR	11
2.	Election of Director	FOR the Director Nominee	13
3.	Ratification of public accounting firm	FOR	15
4.	A proposal to consider and approve, on a non-binding, advisory basis, executive compensation as disclosed in the Proxy Statement	FOR	17

Phased Declassification of the Board of Directors over Three-Year Period (Proposal No. 1)

The Board of Directors (the “Board”) has directed the submission for stockholder approval an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify our Board over a three-year phase out period, which when completed will allow for the election of all directors on an annual basis, beginning with the 2023 Annual Meeting of Stockholders. This requires the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of the Company, voting together as a single class. We recommend that our stockholders approve the amendments to the Certificate of Incorporation at the Annual Meeting.

2021 Director Nominee (Proposal No. 2)

Mr. Ole Peter Lorentzen, a Class I director, has notified the Board that he intends to resign upon the conclusion of his current board term and will not stand for re-election at the Annual Meeting. The Nominating and Corporate Governance Committee and the Board have nominated Olav Fjell for election as a Class I director. Our director nominee has demonstrated his commitment to diligently executing his fiduciary duties on behalf of our stockholders, and we recommend that our stockholders elect the nominee at the Annual Meeting. As a publicly traded company with a principal executive office in California, the Company is subject to the requirements of California Senate Bill 826, which was signed into law on September 30, 2018 (“SB 826”). Under SB 826, the Company was required to have a minimum of one female director by December 31, 2019 and is required to have at least three female directors by December 31, 2021. While the Company was in compliance with SB 826 as of December 31, 2020, the Company will need to increase female representation on the Board prior to December 31, 2021 to meet the requirements of SB 826. The Company intends to fill the Class I director vacancy with one female director prior to December 31, 2021 and will add an additional female director in order to satisfy such requirements.

Name		Age		Director Since		Principal Occupation		Independent		Committee Membership
Olav Fjell		69		2015		Chair of the Boards of Moelven AS, Nofima AS, Concedo ASA, Bene Agere Norden AS, IFE and Franzefoss AS		Y		Audit Committee (Member) Nominating and Corporate Governance (Member)

Ratification of Appointment of Deloitte & Touche LLP (Proposal No. 3)

The Board has directed that Deloitte & Touche LLP’s (“Deloitte”) appointment for the fiscal year ended December 31, 2021 be submitted to our stockholders for ratification at the Annual Meeting. Deloitte is well qualified as our independent registered public accounting firm and has a deep understanding of our operations and accounting practices. The Audit Committee considered the qualifications, performance and independence of Deloitte, the quality of its discussions with Deloitte, and the fees charged by Deloitte for the level and quality of services provided during 2020 and determined that the reappointment of Deloitte is in the best interest of the Company and its stockholders. For these reasons, we recommend that our stockholders ratify the appointment of Deloitte as the Company’s independent registered public accounting firm at the Annual Meeting.

Proposed Amendment to the Company’s Amended and Restated Certificate of Incorporation to Provide for the Annual Election of Directors			1

Energy Recovery, Inc. — 2023 Proxy Statement | iv

ii

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Table of Contents

Proxy Statement

ENERGY RECOVERY, INC.

PROXY STATEMENT

2021

2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m. Pacific Daylight Time on
Thursday, June10, 2021

 8, 2023

This proxy statement and the enclosed form of proxy (“Proxy Statement”) are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the 20212023 Annual Meeting of Stockholders of Energy Recovery, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held in a virtual format via live audio webcast on Thursday, June 10, 20218, 2023, at 10:00 a.m. Pacific Daylight Time. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/ERII2021ERII2023 by using the 16-digit control number which appears on the Notice Regarding the Availability of Proxy Materials, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied your proxy materials. References in this Proxy Statement to “we,” “us,” “our,” “the Company” or “Energy Recovery” refer to Energy Recovery, Inc.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about April [●], 202124, 2023, to all stockholders entitled to vote at the Annual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION“QUESTION AND ANSWER”ANSWER” FORMAT BELOW

IN THE SECTION ENTITLED “INFORMATION ABOUT THE ANNUAL MEETING”

IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT.

YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

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ENERGY RECOVERY, INC.

INFORMATION ABOUT THE ANNUAL MEETING

Q:	What is the purpose of the Annual Meeting

A:	Stockholders of record at the close of business on April 12, 2021 (the “Record Date”) will vote on the following items at the Annual Meeting:

●

to amend the Company’s Certificate of Incorporation to effect a phased declassification of the Board over the next three years;

●

the election of one Class I director to serve until (i) our 2024 Annual Meeting of Stockholders, or (ii) our 2022 Annual Meeting of Stockholders if Proposal No. 1 above is approved by our stockholders at the Annual Meeting (and in either case, until his respective successor has been elected and qualified, or until the director’s earlier removal or resignation);

●

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

●

to hold a non-binding advisory vote on executive compensation; and

●

to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q:	Why are you conducting a Virtual Stockholder Meeting

A:

We believe the virtual meeting format enables stockholders to participate fully, and equally, from any location around the world, at little to no cost to them. We designed the format of our Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors will also attend the meeting virtually.

Q:	What Happens If There Are Technical Difficulties During the Annual Meeting?

A:

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting on the log in page.

Upon electing to view future Proxy Statements and Annual Reports over the Internet, you will receive an e-mail notification next year with instructions containing the Internet address of those materials. The choice to view future Proxy Statements and Annual Reports over the Internet will remain in effect until you contact your broker or the Company to rescind the instructions. Internet access does not have to be elected each year.

Stockholders who elected to receive this Proxy Statement electronically over the Internet and who would now like to receive a paper copy of this Proxy Statement so that they may submit a paper proxy in lieu of an electronic proxy should contact either their broker or the Company.

Brokers with account holders who are Energy Recovery stockholders may be house-holding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be house-holding communications to your address, house-holding will continue until you are notified otherwise or until you notify your broker or The Company that you no longer wish to participate in house-holding.

If, at any time, you no longer wish to participate in house-holding and would prefer to receive a separate Proxy Statement and Annual Report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Energy Recovery, Inc., 1717 Doolittle Drive, San Leandro, CA 94577 or (3) contact our Investor Relations department by email at IR@energyrecover.com or by telephone at (281) 962-8105. Stockholders who receive multiple copies of the Proxy Statement or Annual Report at their address and would like to request house-holding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual Report and Proxy Statement to a stockholder at a shared address to which a single copy of the documents was delivered.

PROPOSALS TO BE VOTED ON AT THE MEETING

Proposal No.1: Amendment of Certificate of Incorporation to Effect a Declassification of the Board of Directors

Currently, the Company’s Certificate of Incorporation provides for a classified Board divided into three classes of directors, with each class elected for a three-year term. The classification of the Board results in staggered elections, with each class of directors standing for election every third year. One class consists of two members whose terms expire upon the election and qualification of their successors at the Annual Meeting (“ClassI”), one class consists of three members whose terms expire at the 2022 Annual Meeting of Stockholders (“ClassII”), and one class consists of two members whose terms expire at the 2023 Annual Meeting of Stockholders (“ClassIII”).

After careful consideration,

Date and Time:			Virtual Meeting Access:
Thursday, June 8, 2023, at 10:00 a.m., Pacific Time			www.virtualshareholdermeeting.com/ERII2023

Record Date:			Proxy Mail Date:
April 10, 2023			On or about April 24, 2023

Vote in Advance of the Meeting			Vote During the Meeting
Over the internet at www.proxyvote.com; or			Over the internet – See page 83 of the Proxy —“How Do I Vote” for details on how to vote during the Annual Meeting

By telephone at 1-800-690-6903; or			By mail — sign, date and return the proxy card or voting instruction form mailed to you.

Set

Director Since						Name, Principal Occupation, and Other Information
February 2015						Alexander J. Buehler Age 47
						Alexander J. Buehler is currently serving as the executive chairman for Integrated Water Services, a PE-backed water company based in Denver, Colorado, before which he served as interim Chief Executive Officer of LiqTech International (NYSEMKT:LIQT), a technology and manufacturing company focused on silicon carbon ceramic membranes and filters based in Copenhagen, Denmark. Previously, he served as President & CEO of the Brock Group, a leading provider of soft-craft services to the petrochemical, oil & gas refining, power, pharmaceutical, and LNG industries. From 2017 to 2021, he served as Executive Vice President for Global Resources at Intertek, a global, publicly-traded company headquartered in London and major provider of assurance, testing, inspection, and certification services. Previously, he served at Energy Maintenance Services (“EMS”) from July 2014 to September 2017, first with a brief stint as Chief Financial Officer and then as President & Chief Executive Officer. He became a member of the Company’s Board of Directors in February 2015. From 2011 to 2014, Mr. Buehler served as Energy Recovery’s Chief Financial Officer. From 2004 to 2011, Mr. Buehler held executive-level positions at Insituform Technologies, Inc. (now Aegion Corporation), a global leader in water infrastructure technology and services for municipalities and industry, including oil and gas. With substantial experience across industrial end markets (water, energy), including products and services, with multiple C-level roles at publicly traded and private equity-backed companies, Mr. Buehler is a highly impactful business executive with years of experience in leadership, general management, strategy, financial oversight and operational execution. He currently serves as a board member and was previously Chair of the Audit Committee for LiqTech International and has previously served as a board member and Chair of the Audit Committee for Viscount Systems. The Board selected Mr. Buehler to serve as a director because of his substantial experience in the global water, oil & gas and manufacturing industries, his knowledge of the Company and its products and his executive and financial experience.
						Education: M.S.c.
						B.S. in Civil Engineering from the United States Military Academy at West Point and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania
						Current Board Committees
						Audit Committee (Chair), Compensation Committee (Member)

Director Since						Name, Principal Occupation, and Other Information
December 2021						Joan K. Chow Age 62
						Joan K. Chow has extensive leadership experience in retail and marketing, consumer insights, and human resources matters, and has served as senior leader at some the world’s most recognizable companies. Ms. Chow is the former Executive Vice President and Chief Marketing Officer at ConAgra Foods, one of North America’s leading packaged food companies. Prior to that, Ms. Chow spent extensive time with Sears Holdings Corporation in various marketing roles and ultimately served as Senior Vice President and Chief Marketing Officer for Sears Retail. She has also held executive positions with Information Resources Inc., Johnson & Johnson Consumer Products, Inc. and the Greater Chicago Food Depository. Ms. Chow is a director at High Liner Foods and Spectrum Brands, where she serves on their Audit Committees. She has previously served as Chair of the Compensation Committee and a member of the Governance Committee at Welbilt, Inc. and as a Director of The Manitowoc Company, RC2 Corporation, and Feeding America. The Board selected Ms. Chow because of her extensive executive and marketing experience as well as her prior public company board experience, which provides her unique insight on key board and company issues.
						Education
						B.A. Cornell University and an M.B.A. from the Wharton School of the University of Pennsylvania
						Current Board Committees
						Audit Committee (Member), Compensation Committee (Member)

Director Since						Name, Principal Occupation, and Other Information
January 1995						Arve Hanstveit Age 68
						Arve Hanstveit is the Chief Financial Officer at Foldstar, Inc. Previously, between August 1997 and November 2010, he served as Partner and Vice President of ABG Sundal Collier, a Scandinavian investment bank, where he was responsible for advising U.S. institutional investors on equity investments in Nordic companies. Prior to joining ABG Sundal Collier, Mr. Hanstveit worked as a securities analyst and as a portfolio manager for TIAA-Cref, a large U.S. institutional investor. From February 2007 to January 2010, Mr. Hanstveit served on the Board of Directors of Kezzler AS, a privately-held Norwegian company, which delivers secure track and trace solutions to the industry. He is also a member of the Norwegian American Chamber of Commerce and the New York Angels, an independent consortium of individual accredited angel investors that provide equity capital for early-stage companies in the New York City area. The Board selected Mr. Hanstveit as a Director because of his early investment in the Company, his years of experience as a portfolio manager and securities analyst, his detailed understanding of global financial markets, and his extensive knowledge of the Company, its products, and markets.
						Education
						B.A. in Business Administration and Economics (sivilokonom),from the Norwegian School of EconomicsManagement and Business Administration an M.B.A. from the University of Wisconsin, Madison
						Director Since: 2015
						Current Board Committees: Committees
						Audit Committee (Member) , Nominating and Corporate Governance Committee (Chair)

Director Since						Name, Principal Occupation, and Other Information
September 2010						Robert Yu Lang Mao Age 79
						Robert Yu Lang Mao was appointed Chairman of the Board in March 2019. Mr. Mao was appointed President and Chief Executive Officer in May 2020 and Interim President and Chief Executive Officer in November 2019. Mr. Mao has more than thirty years of executive experience in the technology and telecommunications industries across Asia, the United States, and Europe. Mr. Mao previously served as a Board Director of Hon Hai Precision Ind. Co. Ltd (Foxconn) during 2018 to 2019, the world’s largest contract manufacturer supplying high tech products to world leading companies including Apple, Amazon, Dell, Microsoft, and Hewlett-Packard Company (Hewlett-Packard). Foxconn is a public company listed on the Taiwan Stock Exchange. In addition to serving on Energy Recovery’s Board of Directors, he also serves on the Board of Directors of privately held Ubee Interactive Corporation, a supplier of broadband access equipment and devices to multimedia and telecom service providers worldwide. In 2013 Mr. Mao was named Chairman, China Region for Hewlett-Packard Company (Hewlett-Packard). He retired from Hewlett-Packard in 2016. Mr. Mao served as CEO of 3Com Corporation (3Com) from 2008 to 2010 and completed the sale of 3Com to Hewlett-Packard in 2010. Mr. Mao was also a Board Director of 3Com from 2007 to 2010. 3Com was a NASDAQ listed S&P 500 company providing computer networking and security solutions and products to public and private enterprises worldwide. Prior to 3Com Corporation, he worked for Nortel Networks, a broad-based communications technology company, as CEO of the company’s Greater China operations from 1997 to 2006. Before joining Nortel, he was regional president of the Greater China region for Alcatel-Lucent from 1995 to 1997. He also held executive positions at Alcatel and ITT in Asia and the United States. The Board selected Mr. Mao to serve as a director because of his prior executive experience helping technology companies and equipment manufacturers expand into new product and geographic markets, his knowledge of the China market, his strong strategic and analytic skills, and his many years of experience as board director in public and private companies based in high technology industries. He has a long record of distinction serving in senior executive management positions with a number of multi-national companies including serving as CEO of a U.S. public traded billion-dollar company selling into world markets. He has also started and grown new ventures in the high technology industries. Mr. Mao possesses the experience, qualification, attributes and skills to serve as a Board Director of our Company.
						Education
						B.S. in Material Science and a M.S. in Metallurgical Engineering from Cornell University and a M.B.A. in Management from the Massachusetts Institute of Technology (MIT)
						Current Board Committees
						None

Director Since						Name, Principal Occupation, and Other Information
July 2019						Pamela L. Tondreau Age 63
						Pamela L. Tondreau was elected as Lead Independent Director in May 2020. Ms. Tondreau joined ON Semiconductor Corporation (now onsemi (NASDAQ: ON), as Executive Vice President and Chief Legal Officer in October 2021. Previously, sheserved as a consultant to Infineon Technologies AG, which purchased Cypress Semiconductor Corporation (“CY”) on April 16, 2020 until July 1, 2020. Prior to her consulting role, Ms. Tondreau served as Chief Legal Officer, Corporate Secretary and Executive Vice President of Human Resources of CY from 2014 through 2016. Ms. Tondreau is a member of the Alumni Board of McGeorge School of Law. Prior to her tenure with CY, Ms. Tondreau was an executive with Hewlett-Packard Corporation (“HP”) from 1999-2012 holding various positions including Chief Intellectual Property Counsel, Deputy General Counsel to the Chief Technology Officer, counsel to the Technology Committee of the Board, counsel for the networking business including leading the acquisition of 3Com and integrating the China entity into HP. Ms. Tondreau has extensive experience in the areas of intellectual property strategy, corporate governance and executive compensation, enterprise risk management and domestic and international mergers and acquisitions. The Board selected Ms. Tondreau as a director because of her experience as a technology executive and General Counsel and her knowledge and experience with corporate governance, compliance, intellectual property, policy and M&A.
						Education
						Undergraduate degree from the University of California at Berkeley and a Juris Doctor degree from McGeorge School of Law
						Current Board Committees
						Compensation Committee (Chair), Nominating and Corporate Governance Committee (Member)

Olav Fjell joined our Board of Directors in June 2015. Mr. Fjell is a seasoned business leader with experience in the oil and gas industry, finance industry, and high tech engineering industry. He is Chair of the Boards of Moelven AS, Nofima AS, Concedo ASA, Bene Agere Norden AS, IFE and Franzefoss AS. He is Deputy Chair of Lotos Exploration and Production Norge and member of the Board of Turbulent Flux AS. Mr. Fjell was the Chief Executive Officer of Statoil from 1999 to 2003, Lindorff from 2005 to 2007 and of Hurtigruten from 2007 to 2012. He has also served as the Chief Executive Officer of Postbanken and been part of the senior management teams at Kongsberg Våpenfabrikk and DNB. Mr. Fjell holds a M.Sc. in Business Administration and Economics (sivilokonom) from Norwegian School of Economics and Business Administration. The Board selected Mr. Fjell because of his extensive and broad executive experience, both as a Chief Executive Officer and through directorships in Norwegian businesses and his experience in the oil and gas industry.

Proposal No.3: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed Deloitte & Touche LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Deloitte & Touche LLP was retained by us on April 11, 2018, as announced in our Current Report on Form 8-K, filed on April 13, 2018. A representative of Deloitte & Touche LLP is expected to be present at the virtual Annual Meeting. The representative will have an opportunity to make a statement and to respond to any questions.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ (global) capabilities and the auditors’ technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained Deloitte & Touche LLP as the Company’s Independent Auditor for fiscal year 2021. The members of the Audit Committee and the Board believe that, due to Deloitte & Touche LLP’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Company and its stockholders to retain Deloitte & Touche LLP to serve as the Company’s independent auditor during 2021.

During the years ended December 31, 2020 and 2019, neither the Company nor anyone on its behalf has consulted with Deloitte & Touche LLP with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte & Touche LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The report of Deloitte & Touche LLP on the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Principal Accountant Fees and Services

The following table sets forth all fees accrued or paid to Deloitte & Touche LLP, our independent registered public accountants for fiscal years ended December 31, 2020 and 2019.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee pre-approves audit, audit-related, tax, and all other services provided by our independent registered public accountants, Deloitte & Touche LLP and will not approve services that are impermissible under applicable laws and regulations. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision of that member to pre-approve specific services must be reported to the full Audit Committee at its next scheduled meeting. In the fiscal years ended December 31, 2020 and 2019, all fees identified above under the captions “Audit Fees” that were billed by Deloitte & Touche LLP for 2020 and 2019, were approved by the Audit Committee in accordance with SEC requirements.

In the fiscal years ended December 31, 2020 and 2019, there were no other professional services provided by Deloitte & Touche LLP, other than those listed above, that would have required our Audit Committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.

Ratification of Deloitte & Touche LLP

Although ratification is not required, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2021 is being submitted for ratification at the Annual Meeting because the Board believes doing so is a good corporate governance practice. Furthermore, the Audit Committee will take stockholders’ opinions regarding the appointment of Deloitte & Touche LLP into consideration in future deliberations. If Deloitte & Touche LLP’s appointment is not ratified at the Annual Meeting, the Audit Committee will consider the engagement of other independent auditors. The Audit Committee may terminate Deloitte & Touche LLP’s engagement as the Company’s independent accountants without the approval of the Company’s stockholders whenever the Audit Committee deems appropriate.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” RATIFICATION

OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR

THE YEAR ENDING DECEMBER31, 2021

Proposal No.4: Non-Binding Advisory Vote on Executive Compensation

The Compensation Discussion and Analysis beginning on page [34] of this Proxy Statement describes the Company’s executive compensation program and the compensation decisions made by the Compensation Committee for our fiscal year ended December 31, 2020, with respect to the executive officers named in the Summary Compensation Table on page 45. The Board of Directors is asking our stockholders to cast a non-binding advisory vote to approve the following resolution:

The Board is asking our stockholders to vote “FOR” this proposal because it believes that the policies and practices described in the Compensation Discussion and Analysis section of this Proxy Statement are necessary to achieve the Company’s primary objective of the executive compensation program, that of attracting, retaining, and motivating the talent we need to meet and/or exceed the strategic, operational, and financial goals of the Company. Additionally, we want to reward superior performance and align the long-term interests of our executives with our stockholders.

This proposal, commonly known as a “Say on Pay” proposal, gives you, as a stockholder, the opportunity to express your views on our executive compensation programs and policies and the compensation paid to the executive officers named in the Summary Compensation Table.

The Company’s current policy is to hold a Say on Pay vote each year. We expect to hold another advisory vote with respect to executive compensation at the annual meeting of stockholders to be held in 2022.

Although your vote on this proposal is advisory and non-binding, the Compensation Committee values the views of our stockholders and will take into account the outcome of the vote when considering future compensation decisions for our named executive officers. We are providing this advisory vote pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION

AND ANALYSIS, THE ACCOMPANYING COMPENSATION TABLES AND THE RELATED

NARRATIVE DISCLOSURE INCLUDED IN THIS PROXY STATEMENT.

INFORMATION ABOUT THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE MATTERS