Bruce Sewell
C3.aiAbout Bruce Sewell
Bruce Sewell (age 67) serves as an independent Class II director of C3.ai and has been on the board since May 2017. He was Senior Vice President, General Counsel, and Secretary of Apple Inc. (2009–2017) and previously Senior Vice President, General Counsel at Intel Corporation (2002–2009), after holding various leadership roles at Intel since 1996. He holds a B.S. from Lancaster University (U.K.) and a J.D. from The George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Senior Vice President, General Counsel & Secretary | Sep 2009 – Dec 2017 | Led global legal function at a large-cap technology leader |
| Intel Corporation | Senior Vice President, General Counsel; prior leadership roles | Sep 2002 – Sep 2009; Oct 1996 – Sep 2002 | Oversaw legal affairs at major semiconductor company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vail Resorts, Inc. | Director | Since Jan 2013 | Public company board; sector unrelated to enterprise AI |
Board Governance
- Independence: The board determined Sewell has no material relationship with C3.ai and is independent under NYSE standards .
- Committee assignments:
- Compensation Committee member (Chair: Stephen M. Ward, Jr.); held three meetings in FY25 .
- Nominating & Corporate Governance Committee Chair; committee held discussions quarterly outside of meetings in FY25 .
- Attendance: The board met five times in FY25; each director attended at least 75% of board/committee meetings for which they served. Six directors attended the 2024 annual meeting .
- Board leadership: Michael G. McCaffery is Lead Independent Director; responsibilities include executive sessions and liaison with CEO per governance guidelines .
Fixed Compensation
| Component | FY2024 | FY2025 | Structure/Terms |
|---|---|---|---|
| Cash Retainer | $0 | $0 | Company paid no cash to non-employee directors; reimburses reasonable expenses |
| Annual Option Award | $349,988 | $350,000 (program value); Sewell’s reported option awards $369,999 | 5% quarterly vest over 5 years; vesting suspended if director misses any regularly scheduled board meeting that quarter; early exercisable; full vest on change in control |
| Committee Chair Option Add-on | $20,000 (included in total) | $20,000 (included in total) | Additional option value for committee chair service |
| Lead Independent Director Add-on | N/A for Sewell | N/A for Sewell | $45,000 option add-on applies only to Lead Independent Director |
Notes: The director compensation program for FY25 compensated non-employee directors with equity (options). New directors may receive an initial award (up to $900,000 grant-date fair value) vesting on attendance-gated schedule; annual awards valued at $350,000; chair/lead independent add-ons apply and vest similarly .
Performance Compensation
| Metric Category | FY2024 | FY2025 |
|---|---|---|
| Director performance metrics tied to compensation | Not disclosed (program described as equity option grants with time-and-attendance vesting) | Not disclosed (equity option grants with time-and-attendance vesting) |
Other Directorships & Interlocks
| Person | External Board | Potential Interlock with C3.ai Stakeholders | Evidence |
|---|---|---|---|
| Bruce Sewell | Vail Resorts, Inc. | None disclosed with C3.ai customers/suppliers/competitors | Biography lists Vail; C3.ai related-party transactions do not reference Sewell |
Expertise & Qualifications
- Technology-industry legal leadership (Apple SVP GC; Intel SVP GC) suitable for risk oversight and governance .
- Board leadership experience (committee chair) and governance acumen .
- Education: B.S. (Lancaster University), J.D. (GW Law) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 719,235 (<1%) | As of Aug 4, 2025; “less than 1%” per proxy legend |
| Options outstanding (Class A) | 719,314 | As of Apr 30, 2025 |
| Pledged shares | None disclosed; pledging prohibited by policy | |
| Hedging/short sales | Prohibited by policy |
Governance Assessment
- Strengths:
- Independent director with deep large-cap technology legal experience; chairs Nominating & Corporate Governance Committee and serves on Compensation Committee—positions central to board effectiveness .
- Equity-only director pay with attendance-gated vesting and no cash retainer aligns incentives to long-term shareholder value and active engagement; change-in-control vesting terms are standard for director equity .
- Insider trading policy prohibits hedging, short sales, margin, and pledging—positive alignment and risk control .
- Board and committee participation thresholds met (≥75% attendance); structured lead-independent oversight .
- Potential concerns:
- Equity compensation relies on options (time-and-attendance vesting) without disclosed performance metrics for directors; while common, investors may prefer clearer performance linkage (no metrics disclosed) .
- Individual ownership is modest (<1%); alignment relies on option awards rather than substantial share ownership .
- Conflicts/related-party:
- No related-party transactions involving Sewell disclosed. FY25 related-party items involve CEO aircraft reimbursements and Bloom Energy (KR Sridhar), not Sewell .