James Reed
About James Reed
James Reed was elected to the board on September 24, 2025, and serves as Chairperson of the Board of the post‑combination company (Kodiak AI, Inc.; formerly Ares Acquisition Corporation II) . The board’s independence review did not list Reed among independent directors, indicating he was not classified as “independent” under Nasdaq/Exchange Act rules at appointment . As of closing, Reed’s beneficial ownership consisted of 1,004,877 stock options exercisable within 60 days; his ownership percentage was less than 1% .
Past Roles
Not disclosed in AACT/Kodiak AI filings reviewed.
External Roles
Not disclosed in AACT/Kodiak AI filings reviewed.
Board Governance
- Board leadership: James Reed is Chairperson of the Board (non-independent) .
- Committee structure (Reed is not listed on board committees):
| Committee | Chair | Members |
|---|---|---|
| Audit | Kenneth Goldman | Kristin Sverchek; Scott Tobin |
| Compensation | Scott Tobin | Mohamed Elshenawy; Allyson Satin |
| Nominating & Corporate Governance | Kristin Sverchek | Mohamed Elshenawy; Kenneth Goldman |
- Sponsor observer: Ares Acquisition Holdings II LP (SPAC sponsor) has a non‑voting board observer right until the third annual meeting after closing (Observer Agreement) .
- Clawback policy: Board approved an executive compensation recovery (clawback) policy applicable to current and former executive officers; non‑discretionary recovery of excess incentive pay in the event of an accounting restatement .
Fixed Compensation
Outside Director Compensation Policy (applies to non‑employee directors; policy terms below—Reed’s classification at appointment was not independent):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $60,000 for each non‑employee director |
| Chair/Committee retainers | “Additional cash retainer amounts” for a non‑employee chair and for committee chairs/members (specific dollar amounts not disclosed) |
Performance Compensation
Outside Director Compensation Policy equity awards (non‑employee directors):
| Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (on becoming director) | $390,000 grant date fair value | Vests in equal installments on each of first three anniversaries of start as non‑employee director | Service-based |
| Annual RSU (each annual meeting) | $195,000 grant date fair value | Vests on earlier of 1 year from grant or day prior to next annual meeting | Service-based |
The company’s 2025 Equity Incentive Plan permits performance awards, but outside director compensation disclosures describe RSUs only; no director performance metrics (TSR, EBITDA, ESG, etc.) are disclosed for board pay .
Other Directorships & Interlocks
Not disclosed in AACT/Kodiak AI filings reviewed.
Expertise & Qualifications
Not disclosed in AACT/Kodiak AI filings reviewed.
Equity Ownership
As of September 24, 2025 (closing of business combination):
| Holder | Common Stock (shares) | Options exercisable ≤60 days (shares) | Ownership % |
|---|---|---|---|
| James Reed | — (not disclosed) | 1,004,877 | <1% |
Say-on-Pay & Shareholder Feedback (Key votes around closing)
Shareholder approvals at the September 23, 2025 extraordinary meeting:
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business Combination Proposal | 36,431,650 | 4,005,377 | 900,021 |
| Incentive Plan Proposal (2025 Equity Plan) | 36,423,898 | 4,010,429 | 902,721 |
| Employee Stock Purchase Plan Proposal | 36,427,031 | 4,008,496 | 901,521 |
| Director Election Proposal | 36,431,485 | 4,005,531 | 900,032 |
Earlier (April 22, 2025) extension vote:
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Charter Extension to Jan 26, 2026 | 50,520,332 | 71,190 | 794 |
Governance Assessment
-
Strengths
- Independent directors chair all key committees; Reed is not on committees, limiting concentration of power in oversight roles .
- Adoption of clawback policy and formal outside director compensation framework enhances governance hygiene .
-
Risks and RED FLAGS
- Non‑independent board chair (Reed): Board independence is weakened when the chair is not independent; potential for reduced oversight effectiveness .
- Sponsor influence: Board observer rights for SPAC sponsor and substantial sponsor equity (including earn‑out) introduce potential conflicts with public shareholders (alignment and liquidity timing) .
- Financing interlocks: Ares‑affiliated entities and individuals (including a former AACT officer now a company director) participated in second‑lien financing and SAFE conversions around closing—requires ongoing monitoring for related‑party exposure and recusal protocols .
-
Ownership alignment
- Reed holds options (<1% beneficial ownership), suggesting equity‑linked alignment; however, absence of disclosed stock ownership guidelines and independence classification reduce alignment confidence for the chair role .
-
Attendance/engagement
- Not disclosed in reviewed filings.
-
Hedging/pledging, stock ownership guidelines, compliance status
- Not disclosed in reviewed filings.
-
Compensation structure signals
- Outside director pay is largely service‑based RSUs plus cash retainers; no disclosed performance metrics in director pay mix, which may limit pay‑for‑performance linkage for board members .
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Related Party Transactions
- PIPE, preferred investment, and second‑lien conversions involved significant holders and sponsor affiliates; disclosures provided, but ongoing governance oversight is advisable .