Condoleezza Rice
C3.aiAbout Condoleezza Rice
Condoleezza Rice, 70, has served as an independent director of C3.ai since 2009 (Class III; current term expires at the 2026 annual meeting). She is the Tad and Dianne Taube Director of the Hoover Institution at Stanford University and a professor at Stanford’s Graduate School of Business and in Political Science. Formerly U.S. Secretary of State (2005–2009) and National Security Advisor (2001–2005), she is also a partner at Rice, Hadley, Gates & Manuel LLC. The C3.ai board classifies Dr. Rice as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | Secretary of State | 2005–2009 | Led U.S. foreign policy; cabinet-level experience (context for oversight and geopolitical risk) |
| The White House | National Security Advisor | 2001–2005 | Senior national security leadership (strategic risk, cyber/national security awareness) |
| Stanford University (Hoover Institution) | Tad & Dianne Taube Director; Senior Fellow | 2020–present (Director); 2009–present (Senior Fellow) | Leads a major policy institute, governance and academic leadership |
| Stanford Graduate School of Business | Denning Professor of Global Business & Economy | 2010–present | Business/strategy teaching and research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice, Hadley, Gates & Manuel LLC | Partner | 2009–present | Strategy consulting; policy and international business advisory |
| Makena Capital Management, LLC (private) | Director | Current | Private endowment advisory; investment oversight (private company) |
| Dropbox, Inc. (public) | Director (former) | 2014–2021 | Public technology board experience |
Board Governance
- Independence: The board has determined Dr. Rice is independent under NYSE standards.
- Committee assignments: Dr. Rice is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (current rosters below).
- Committee rosters (FY2025): Audit—Davis (chair designate: Goldman), Goldman, Levin, McCaffery; Compensation—Sewell, Sridhar, Ward; Nominating & Corporate Governance—Sewell (chair), McCaffery, Ward.
- Tenure and term: Director since 2009; Class III; term ends at the 2026 annual meeting.
- Board risk oversight: Audit oversees financial reporting, internal controls, and information security risk; other committees oversee governance and compensation-related risk; full board engages on emerging risks (including cyber/privacy).
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | C3.ai pays no cash compensation to non-employee directors; reimburses reasonable expenses. |
| Meeting fees | $0 | No cash meeting fees disclosed. |
Performance Compensation
| Element | Structure | Quantum/Terms |
|---|---|---|
| Annual Director Option (RSUs generally not used for directors) | Options equal to $350,000 grant-date fair value | Vests 5% quarterly over 5 years; vesting for each quarter requires in-person attendance at regularly scheduled board meetings; suspended tranches vest after 5 years if attendance satisfied in subsequent periods; early exercisable; single-trigger full vesting upon change in control. |
| Initial Director Option (new directors) | Options up to $900,000 grant-date fair value in first year | Same vesting/attendance/early exercise/CoC terms as above. |
| Role-based adders | Lead Independent Director: additional $45,000 option value; Committee Chair: additional $20,000 option value | Same vesting terms. |
| Dr. Rice – FY2025 award | Option award: $349,999 | Grant-date fair value in FY2025 reported proxy table. |
Vesting/Performance metrics:
- Attendance-conditioned vesting: In-person attendance at regularly scheduled board meetings is required for quarterly vesting; missed quarters suspend vesting until the fifth anniversary (then vest if attendance criteria are later met).
- Change-in-control: Director options fully vest upon a change in control (single trigger), subject to service through closing.
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| Dropbox, Inc. | Former public company director | 2014–2021; no current public company directorships listed. |
| Makena Capital (private) | Current board member | Private investment firm. |
| Stanford/Hoover | Academic leadership | Institutional governance roles. |
Expertise & Qualifications
- Global policy and geopolitical risk; executive oversight from cabinet-level roles.
- Technology/governance exposure through prior public tech board (Dropbox) and current academic leadership.
- Strategic consulting and international business advisory (partner, RHGM).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Options Outstanding |
|---|---|---|---|
| Condoleezza Rice | 565,528 | <1% | 490,554 |
| Source |
Citations: Beneficial ownership and options outstanding (as of Aug 4, 2025): 565,528 Class A shares; options outstanding 490,554; less than 1% of Class A outstanding.
Policy alignment:
- Hedging/pledging prohibited; no short sales, derivatives trading, margin purchases, or pledging of C3.ai shares permitted under the insider trading policy (alignment with shareholders, reduces risk of misalignment).
Governance Assessment
- Board effectiveness: Long tenure (since 2009) provides institutional knowledge but may raise refreshment considerations; however, she is not on key gatekeeper committees (Audit/Comp/N&G), limiting concentration of influence.
- Independence and engagement: Classified as independent; director option vesting tied to in-person attendance strengthens engagement incentives.
- Alignment: No cash fees; equity-only compensation with attendance-conditional vesting enhances alignment and accountability; insider policy bans hedging/pledging.
- RED FLAG (structural): Single-trigger full vesting of director equity upon change in control can be viewed as shareholder-unfriendly by some investors (prefer double-trigger). This applies to C3.ai’s director options broadly.
Overall signal for investors: Rice brings high-level policy and governance expertise valuable for enterprise/government AI markets; independence and attendance-linked vesting support engagement, while single-trigger CIC vesting is a potential governance downside to monitor.