Alan Murray
C3.aiAbout Alan Murray
Alan Murray (age 70) joined C3.ai’s board in May 2024 and is a Class I director with a current term expiring at the 2027 annual meeting. He is independent under NYSE standards. He was CEO of Fortune Media (2018–Apr 2024), Chief Content Officer at Time (2016–2017), Editor at Fortune Magazine (2014–2016), and President of Pew Research Center (2013–2014). He holds a B.A. in English Literature from UNC Chapel Hill and an M.Sc. in Economics from the London School of Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Media | Chief Executive Officer | Dec 2018 – Apr 2024 | Led media business; thought leadership in management and innovation |
| Time | Chief Content Officer | Aug 2016 – Dec 2017 | Senior editorial leadership |
| Fortune Magazine | Editor | Aug 2014 – Aug 2016 | Editorial leadership |
| Pew Research Center | President | Jan 2013 – Jul 2014 | Led non-profit research organization |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AARP | Board Member | Sep 2022 – Dec 2024 | Non-profit governance experience |
Board Governance
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; those are chaired by McCaffery/Goldman (Audit), Ward (Compensation), and Sewell (Nominating) .
- Independence: Board determined Murray is independent under NYSE standards; heightened independence rules apply to Audit/Compensation members (he is not on those committees) .
- Attendance and engagement: Board met five times in FY2025; each director attended at least 75% of board/committee meetings during their service period .
- Lead Independent Director: Michael G. McCaffery is Lead Independent Director .
- Risk oversight: Audit oversees financial/controls/cyber; Comp assesses compensation risk; Nominating oversees board structure; board meets quarterly with management on key risks .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company paid no cash to non-employee directors; reimbursed reasonable out-of-pocket expenses |
| Committee membership fees | $0 | No cash fees; equity-only program |
| Committee chair fees (cash) | $0 | Additional compensation provided via options, not cash |
| Meeting fees | $0 | No cash meeting fees |
Performance Compensation
| Component | Grant Date | Value (Fair Value) | Instrument | Vesting | Conditions/COC |
|---|---|---|---|---|---|
| Initial Director Option Award | May 1, 2024 | $899,992 | Stock option | 5% quarterly over 5 years | Attendance-gated quarterly vesting; early exercise permitted; full vest on change-in-control with continued service until closing |
| Annual Director Option Award | Oct 2024 (program detail) | $350,000 (pro-rated if <365 days service) | Stock option | 5% quarterly over 5 years | Attendance-gated; early exercise; full vest on change-in-control |
| Additional role-based options | N/A (program detail) | $45,000 Lead Independent; $20,000 Committee Chair | Stock option | Same as Annual Award | Role-based equity; not cash; attendance-gated |
Notes:
- Non-employee directors received equity-only compensation in FY2025 (no cash) .
- Director option vesting is directly linked to attendance; missed quarterly meeting suspends vesting for that quarter, with catch-up vesting at 5-year anniversary if subsequent attendance met .
- Change-of-control for director options is single-trigger vesting at closing (subject to director remaining in service until closing), which is more generous than the company’s “double-trigger” practice for executives .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Overlap with C3.ai tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| AARP | Non-profit | Board Member | May 2024 – Dec 2024 | No C3.ai-related transactions disclosed; no conflict noted |
Expertise & Qualifications
- Education: B.A. English Literature (UNC Chapel Hill); M.Sc. Economics (LSE) .
- Domain expertise: Thought leadership in management/innovation; deep understanding of global business trends and dynamics .
- Board qualifications: Independence; ability to read and understand basic financial statements is part of board’s criteria for directors .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Options/RSUs included | Detail on Options Vested |
|---|---|---|---|---|
| Alan Murray | 60,511 | <1% | Includes options exercisable within 60 days of Aug 4, 2025 | 15,127 options vested as of Aug 4, 2025 |
| Outstanding equity awards (as of Apr 30, 2025) | 60,511 options | — | Options; no RSUs listed for Murray | Outstanding option count disclosure |
- Hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, and pledging of company stock by directors .
Governance Assessment
- Alignment: Equity-only director pay aligns incentives with shareholders; attendance-gated vesting is a strong engagement mechanism tying compensation to board effectiveness .
- Ownership: Murray’s beneficial ownership is modest (<1%), consistent with recent appointment; option-based exposure provides upside alignment, though absolute “skin-in-the-game” is relatively low versus long-tenured directors .
- Independence/Conflicts: Board affirms independence; no related-party transactions disclosed for Murray; broader related-party items involve CEO aircraft reimbursement and Bloom Energy transactions with another director (KR Sridhar), not Murray .
- Compensation structure signals: Single-trigger acceleration on change-in-control for director options may be viewed as shareholder-unfriendly versus double-trigger standards; however, the company applies double-trigger to executives, and director equity remains at-risk via attendance gating .
- Attendance and engagement: Board met five times; directors met at least 75% attendance threshold and option vesting structure penalizes absences—positive for engagement .
- Say-on-pay context: Advisory support for executive compensation was >85% at last annual meeting (2024), indicating general investor acceptance of the company’s pay practices, though not specific to director pay .
RED FLAGS:
- Single-trigger vesting for director options upon change-in-control (subject to service until closing). Many investors prefer double-trigger to prevent windfalls in a sale scenario .
- Low personal share ownership relative to tenure (<1%), albeit typical for a newly appointed director .
Positive signals:
- Strict prohibition of hedging/pledging increases ownership alignment quality .
- Attendance-gated vesting directly ties director compensation to engagement and board effectiveness .
- Clear independence determination; no Murray-specific related-party transactions .