Hitesh Lath
C3.aiAbout Hitesh Lath
Hitesh Lath is Senior Vice President and Chief Financial Officer of C3.ai (C3 AI) since March 2024. He is 47, a CPA (California), with a B.Com from Shri Ram College of Commerce (Delhi University) and an MBA from Wharton, and previously spent 22+ years at Ernst & Young (San Jose partner), advising large tech clients and startups . Under his tenure, company-reported revenue rose to $389.1 million in FY2025 (from $310.6 million in FY2024), while the SEC “pay versus performance” table shows company TSR value of a $100 investment at $23.80 in FY2025 (vs. $24.36 in FY2024), and GAAP net losses persisted at $(288.7) million in FY2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| C3.ai | SVP & Chief Financial Officer | Mar 2024–present | Leads finance, disclosure controls; principal financial and accounting officer certifications on 10-K/10-Q . |
| C3.ai | Vice President & Chief Accounting Officer | Dec 2023–Feb 2024 | Transitioned to CFO; strengthened reporting and control environment . |
| Ernst & Young | Partner (San Jose office) | 22+ years, through 2023 | Advised Fortune 100 tech and startups; deep audit/advisory experience . |
External Roles
No public company directorships or external board roles disclosed for Mr. Lath in C3.ai’s proxy statements .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base salary ($) | 142,045 | 397,500 | FY2025 base per proxy comp table. The proxy also states his current annual base salary is $500,000 under his Feb 2024 letter (current as of the proxy date) . |
| Perquisites/Other ($) | 390 | 1,156 | Life insurance premiums paid by the company . |
Performance Compensation
Annual Discretionary Bonus
| Metric | Target | Actual payout | Payout form | Basis/Comments |
|---|---|---|---|---|
| Annual discretionary performance-based bonus (FY2025) | 100% of base ($397,500) | 437,250 | Paid in fully vested RSUs (June 2025) | Bonus pool set from company performance; individual awards based on CEO recommendation and committee discretion; no formulaic weighting disclosed . |
| Annual discretionary performance-based bonus (FY2024) | Not disclosed | 168,436 | Cash (as non-equity incentive) | Awarded under discretionary program . |
| One-time sign-on bonus (FY2024) | — | 50,000 | Cash | Paid on appointment as VP & CAO (Dec 2023) . |
Equity Awards (Grants in FY2024–FY2025)
| Grant date | Type | Shares | Grant-date fair value ($) | Vesting schedule |
|---|---|---|---|---|
| 12/15/2023 | RSU | 120,116 | — | 5% vested Mar 15, 2024; 5% quarterly thereafter . |
| 6/9/2024 | RSU | 20,000 | 600,000 | 20% vested Jun 15, 2025; 5% quarterly thereafter . |
| 6/26/2024 | RSU (bonus in stock) | 6,094 | 168,438 | Fully vested RSUs in lieu of FY2024 bonus . |
| 9/11/2024 | RSU | 400,000 | 8,564,000 | 20% vests Sep 15, 2025; 5% quarterly thereafter . |
Vesting cadence and potential supply:
- 9/11/2024 grant: 80,000 shares vest on Sep 15, 2025 (20%), then 5% (20,000 shares) quarterly thereafter, subject to continued service .
- 6/9/2024 grant: 4,000 shares vested on Jun 15, 2025 (20%); then 1,000 shares (5%) quarterly thereafter .
- 12/15/2023 grant: 5% quarterly ongoing; tranche sizes are determined by plan rounding; percentages disclosed but per-tranche shares not itemized .
Outstanding Equity (as of April 30, 2025)
| Grant date | Unvested RSUs (#) | Market value at 4/30/25 ($) |
|---|---|---|
| 12/15/2023 | 120,116 | 2,643,753 (price: $22.01) |
| 6/9/2024 | 20,000 | 440,200 |
| 9/11/2024 | 400,000 | 8,804,000 |
Notes:
- No stock options are listed for Mr. Lath; NEO option grants in the period were to others (e.g., CEO) .
Equity Ownership & Alignment
| Ownership element | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 95,225 shares (<1%) | Comprised of 6,218 shares held directly and 89,007 RSUs/settlements issuable within 60 days of Aug 4, 2025 . |
| Shares pledged | None permitted | Company prohibits hedging, short sales, and pledging of company stock . |
| Ownership guidelines | Not disclosed | No explicit executive ownership multiple disclosed in the proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Employment | At-will; letter agreement signed Feb 2024 upon appointment to CFO . |
| Current base salary | $500,000 (per employment letter, as of proxy date) . |
| Bonus eligibility | Annual discretionary performance-based bonus . |
| Change-in-control treatment | Double-trigger RSU acceleration: if terminated without Cause or not offered an equivalent role in connection with/following a change in control, remaining unvested RSUs vest 12 months after CoC or upon earlier termination . |
| Estimated CoC termination equity value (as of 4/30/25) | $2,643,753 . |
| Cash severance | Not disclosed for Mr. Lath in proxy; equity acceleration provisions detailed above . |
| Clawbacks / Tax gross-ups | Company discloses no excise tax gross-ups to NEOs; clawback policy not specifically described in the cited sections . |
| Hedging/Pledging | Prohibited . |
Performance & Track Record
Company performance indicators (per SEC “Pay vs. Performance”)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100) | 71.64 | 18.37 | 19.27 | 24.36 | 23.80 |
| Peer group TSR (value of $100) | 112.57 | 114.70 | 123.97 | 170.40 | 193.90 |
| Net Income (millions) | (55.7) | (192.1) | (268.8) | (279.7) | (288.7) |
| Revenue (millions) | 183.2 | 252.8 | 266.8 | 310.6 | 389.1 |
Most recent quarter cited (Q1 FY2026; quarter ended Jul 31, 2025)
| Metric | Q1 FY2026 |
|---|---|
| Total revenue ($m) | 70.3 |
| Subscription revenue ($m) | 60.3 |
| Non-GAAP gross margin (%) | 52% |
| Non-GAAP operating loss ($m) | 57.8 |
| Non-GAAP net loss ($m) | 49.8 |
| FCF ($m) | (34.3) |
| Cash, cash equivalents & marketable securities ($m) | 711.9 |
Selected CFO commentary:
- “We are withdrawing our previous guidance… plan to provide guidance for full fiscal 2026 when we announce our Q2 results” .
- On FY2026 revenue, “most analysts… $290–$300 million; I would not argue against any number within that range,” while reiterating commitment to non-GAAP profitability and free cash flow at scale .
Compensation Committee Analysis and Peer Group
- Committee: Independent directors Stephen M. Ward, Jr. (Chair), Bruce Sewell, KR Sridhar; retained Compensia; no conflicts identified .
- Program features: Majority equity-based, multi-year vesting; double-trigger CoC; no excise tax gross-ups; hedging/shorting/pledging prohibited; bonuses often paid in stock to align interests .
- Peer group (FY2025 review): Appian, Datadog, DocuSign, JFrog, MongoDB, nCino, PagerDuty, Palantir, Pegasystems, ServiceNow, Snowflake, Sprinklr, Twilio, Workday, Yext .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Over 85% of votes cast approved at last year’s annual meeting (per 2025 proxy) ; over 95% approval noted in the prior year (per 2024 proxy) .
Equity Ownership Detail (as of Aug 4, 2025)
| Holder | Class A shares | % Class A | Notes |
|---|---|---|---|
| Hitesh Lath | 95,225 | <1% | Includes 6,218 shares held, plus 89,007 RSUs vesting/settling within 60 days . |
Additional Notes on Controls and Governance
- Mr. Lath signs Sarbanes–Oxley Section 302/906 certifications as principal financial and accounting officer (10-K FY2025; 10-Q Q1 FY2026) .
Investment Implications
- Alignment and retention: Mr. Lath’s pay mix is heavily equity-based—$9.16 million in RSU grant-date value in FY2025 and $5.0 million in FY2024—plus bonuses largely paid in fully vested RSUs, directly linking outcomes to stock performance and supporting retention via multi-year vesting . Upcoming RSU cliffs and quarterly vests (e.g., 80,000 shares vesting Sep 15, 2025, then 20,000/quarter on the 400,000-share grant) create predictable supply windows that traders should monitor alongside Form 4s for potential selling pressure around vest dates .
- Change-in-control risk/reward: Double-trigger equity acceleration with a 12-month timing feature mitigates single-trigger windfalls; estimated CoC termination equity value was $2.64 million as of 4/30/25, indicating moderate CoC sensitivity for the CFO relative to total pay .
- Governance quality: No excise tax gross-ups, prohibition on pledging/hedging, strong say-on-pay results, and independent comp consultant oversight indicate investor-friendly design; however, the discretionary nature of cash bonus determinations (no formulaic metrics disclosed) places weight on Compensation Committee judgment .
- Execution risk: CFO commentary flagged withdrawal of prior guidance amid CEO transition and sales/services reorg; revenue grew to $389.1m in FY2025, but losses and cash burn persisted, and Q1 FY2026 margins were pressured. Monitor whether sales pipeline conversion supports the $290–$300m FY2026 revenue range cited as consistent with updated Street models and whether the company achieves the stated goals of non-GAAP profitability and free cash flow at scale .