General (Ret.) John Hyten
C3.aiAbout General (Ret.) John Hyten
General (Ret.) John Hyten, age 66, joined AI’s board in October 2024 after serving as a special advisor to the CEO from May 2022 to October 2024. He is the former 11th Vice Chairman of the Joint Chiefs of Staff (retired November 2021) with prior commands at Air Force Space Command (2014–2016) and U.S. Strategic Command (2016–2019). He holds a B.A. in Engineering & Applied Sciences from Harvard, an MBA from Auburn University at Montgomery, and completed advanced officer programs and a National Defense Fellowship at the University of Illinois .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joint Chiefs of Staff | Vice Chairman | Through Nov 2021 | Nation’s second-highest ranking military officer; led modernization initiatives |
| U.S. Strategic Command | Commander | 2016–2019 | Strategic deterrence and global strike oversight |
| Air Force Space Command | Commander | 2014–2016 | Space operations leadership |
| USAF – Southwest Asia | Director of Space Forces | Deployed during OEF/OIF | Operational space support for combat operations |
External Roles
- No other current public company directorships disclosed in the proxy for General Hyten .
Board Governance
- Classification and election: Class II director; nominated for election at the 2025 Annual Meeting for a term through the 2028 Annual Meeting .
- Committee memberships: Not listed as a member of the Audit (McCaffery, Davis, Goldman, Levin), Compensation (Ward, Sewell, Sridhar), or Nominating & Corporate Governance (Sewell, McCaffery, Ward) committees as of FY2025 .
- Independence: The board identified independent directors (Davis, Rice, Goldman, Levin, McCaffery, Murray, Sewell, Sridhar, Ward); General Hyten is not named in this independence list in the proxy .
- Attendance: Board met five times in FY2025; each director attended at least 75% of board and committee meetings during their service period .
- Shareholder support: At the October 3, 2025 Annual Meeting, votes for Hyten were 212,303,543 For; 4,651,864 Withhold; 37,032,708 Broker Non-Vote—indicating strong support .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer ($) | — | Company did not pay cash to non-employee directors in FY2025 |
| Meeting fees ($) | — | No cash meeting fees; reasonable out-of-pocket expenses reimbursed |
| Committee chair fees (equity) | None | Program provides $20,000 option value for chairs; Hyten not listed as a chair |
| Lead Independent Director fee (equity) | None | $45,000 option value applies to lead independent director only |
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value ($) | Vesting | Attendance Gate | Change-in-Control | Early Exercise |
|---|---|---|---|---|---|---|
| Annual/Initial Stock Option | Oct 9, 2024 | 349,999 | 5% quarterly over 5 years | Vesting suspended for any missed regularly scheduled board meeting in the quarter, with catch-up at 5th anniversary if attendance resumes | 100% vest at closing, subject to service | Permitted, subject to company repurchase rights |
- Program structure: Non-employee directors received options (generally $350,000 annual value; up to $900,000 initial awards for new directors) with the same vesting mechanics and attendance gate; additional options for lead independent ($45,000) and committee chairs ($20,000) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| — | — | None disclosed in the proxy for General Hyten |
Expertise & Qualifications
- Deep leadership in federal defense and intelligence sectors; command experience across strategic and space operations .
- Technical education and advanced officer training; Harvard engineering, Auburn MBA, and National Defense Fellow .
- Brings national security perspective and AI adoption insight for government modernization initiatives .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Voting Power % | Notes |
|---|---|---|---|---|---|---|
| General (Ret.) John Hyten | 144,805 | * | — | * | * | Less than 1% beneficial ownership |
| Breakdown (Footnote 12) | 10,000 (direct) | — | — | — | — | Plus 102,886 via Hyten Group LLC; 20,604 options exercisable within 60 days; 11,315 RSUs vesting within 60 days |
- Anti-hedging/pledging: Company policy prohibits hedging, short sales, margin purchases, derivatives, and pledging of company stock for directors and employees .
Governance Assessment
-
Positives:
- Significant shareholder support for election (212.3M For vs. 4.65M Withhold), indicating strong investor confidence in his governance contribution .
- Equity-only director pay aligns incentives with shareholders; attendance-gated vesting adds accountability to board engagement .
- No Item 404(a) related-party transaction at the time of his election per 8-K disclosure .
- Robust governance practices: independent Compensation Committee; use of independent consultant (Compensia) with no conflicts; peer benchmarking refreshed (added Appian, nCino, PagerDuty, Sprinklr; removed Alteryx, Splunk) .
-
Watch items / potential conflicts:
- Prior special advisor relationship to the CEO with RSU grants (300,000 in May 2022; 26,300 in Feb 2023) could raise perceived independence questions, and Hyten is not listed among independent directors in the proxy’s independence determination .
- No disclosed committee roles yet—limits direct oversight influence (Audit/Comp/Nominating) relative to peers .
-
Shareholder feedback context:
- 2025 say-on-pay passed (186.6M For; 29.9M Against; 0.54M Abstain), supporting broader compensation governance stability .
Overall, Hyten’s defense-sector leadership and governance-aligned equity pay are positives; the prior advisory RSUs and omission from the independence list warrant monitoring for conflicts and future committee engagement .