Zsuzsanna Major
About Zsuzsanna Major
Zsuzsanna Major is Chief People Officer (CPO) of Kodiak AI, Inc. (formerly Ares Acquisition Corporation II after its business combination with Kodiak Robotics), appointed at closing of the de‑SPAC on September 24, 2025. She joined Kodiak in October 2018 as VP of People and was promoted to CPO in May 2025; previously she was VP of People Operations at Kitty Hawk (Zee.Aero). Age 53. Company-level TSR/financial performance metrics are not yet meaningful given the recent de‑SPAC and were not disclosed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kodiak Robotics (now Kodiak AI, Inc.) | Chief People Officer | May 2025 – Present | Executive leadership through de‑SPAC; responsible for executive/employee compensation and talent strategy |
| Kodiak Robotics | Vice President of People | Oct 2018 – May 2025 | Built people function to support scaling and public‑company readiness |
| Kitty Hawk (Zee.Aero) | VP, People Operations | Mar 2010 – Mar 2018 | Led people operations at an autonomous aircraft innovator |
External Roles
- Not disclosed.
Fixed Compensation
- Base salary, target bonus, and cash compensation for Ms. Major were not disclosed in filed materials reviewed. The company adopted an Executive Incentive Compensation Plan at closing (plan details in exhibits referenced below).
Performance Compensation
Kodiak AI granted multiple performance‑ and service‑conditioned RSU awards to Ms. Major at closing (initial Form 4 filed 9/24/25 and corrected via Form 4/A on 9/29/25). Each RSU typically vests subject to (1) performance price hurdles and (2) continued service. Performance vests one‑third at each stock price threshold of $18, $23, and $28 per share, achieved for any 20 trading days within 30 consecutive trading days prior to the earlier of September 24, 2029 or a change in control; service-based vesting is also required on substantially the same terms as the option vesting schedule referenced in the filings. No cash consideration was paid for these grants.
| Grant date | Instrument | RSUs granted | Performance metric | Service vesting | Notes |
|---|---|---|---|---|---|
| 2025-09-24 | RSU | 153,483 | 1/3 vests at each of $18/$23/$28 stock price hurdles (20 of 30 days) before 2029-09-24 or CoC | Required; per option schedule referenced | Correction from original Form 4 (was 446,746) |
| 2025-09-24 | RSU | 46,053 | Same as above | Required | Correction from 134,626 originally reported |
| 2025-09-24 | RSU | 156,549 | Same as above | Required; per option schedule referenced | Correction from 455,673 originally reported |
| 2025-09-24 | RSU | 45,507 | Same as above | Required | Correction from 132,461 originally reported |
| 2025-09-24 | RSU | 125,913 | Same as above | Required; per option schedule referenced | Correction from 366,814 originally reported |
| 2025-09-24 | RSU | 45,507 | Same as above | Required | Correction from 132,461 originally reported |
| 2025-09-24 | RSU | 113,769 | Same as above | Required; per option schedule referenced | Correction from 331,545 originally reported |
| 2025-09-24 | RSU | 101,607 | Same as above | Required; per option schedule referenced | Correction from 296,916 originally reported |
Notes on structure and governance:
- Executive Incentive Compensation Plan adopted at closing (company exhibit); details are described by reference in the post‑closing 8‑K.
- Compensation Recovery (clawback) policy adopted at closing.
Equity Ownership & Alignment
- Initial Form 3 (9/24/25) reported no directly beneficially owned shares by Ms. Major at the time of filing; subsequent Form 4 and Form 4/A report RSU awards (derivative securities).
- Ownership as a percent of outstanding shares was not disclosed in these filings.
- Pledging/hedging: no pledging or hedging arrangements were disclosed in the reviewed filings.
- Plans adopted at closing include: 2025 Equity Incentive Plan, 2025 Employee Stock Purchase Plan, Compensation Recovery Policy. These support equity‑heavy, at‑risk alignment for executives.
Employment Terms
- Appointment: Ms. Major was appointed Chief People Officer of Kodiak AI effective at the closing of the business combination on September 24, 2025.
- Governance documents adopted at closing include: Executive Change in Control and Severance Policy; Executive Incentive Compensation Plan; Compensation Recovery Policy. Specific severance multiples/accelerated vesting terms were not disclosed in the body of the 8‑K (terms are contained in exhibits incorporated by reference).
- Confirmatory employment letters were entered with named executive officers; the 8‑K lists confirmatory letters for certain executives and references additional employment terms via the S‑4/Proxy Statement. Ms. Major’s specific letter was not attached in the excerpt we reviewed.
Investment Implications
- Pay-for-performance alignment appears strong: Ms. Major’s equity compensation is predominantly RSUs with multi‑year price hurdles ($18/$23/$28) plus service conditions through 2029, creating retention incentives and alignment with long‑term shareholder value creation. Watch for tranches triggering on sustained price strength—these events can introduce episodic selling pressure when units settle.
- Governance safeguards are in place: Adoption of a clawback policy, an executive incentive plan, and a formal change‑in‑control/severance policy at listing reduces compensation risk and improves pay hygiene; however, specific severance economics (e.g., cash/equity acceleration, single vs double trigger) should be monitored once exhibits are fully reviewed.
- Retention risk looks contained near‑term: Multi‑award RSU structure with dual performance/time conditions suggests meaningful unvested value that could deter voluntary departure; monitor any adoption of Rule 10b5‑1 trading plans and subsequent Form 4 activity for incremental signals.
Key documents: S‑4/Proxy (biography; post‑combination comp framework), Closing 8‑K (appointments; comp/HR policies adopted), Form 3/4/4‑A (equity grants; vesting structure).