Jim H. Snabe
C3.aiAbout Jim H. Snabe
Jim H. Snabe, age 59, has served as a director of C3.ai (AI) since February 2021; he is not designated as an independent director in the company’s independence determination. He also serves as Special Advisor to the CEO (February 2025–present; previously September 2020–February 2021). He is the former Co-CEO of SAP AG and currently chairs Siemens AG’s Supervisory Board, with additional global board leadership roles. His current C3.ai term is Class III, expiring in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAP AG | Co-Chief Executive Officer | Feb 2010 – May 2014 | Senior leadership of global enterprise software company |
| SAP AG | Member, Supervisory Board | May 2014 – May 2018 | Oversight of management; governance responsibilities |
| Allianz SE | Vice Chairman, Supervisory Board | 2014 – May 2022 | Oversight at a leading insurer/asset manager |
| A.P. Møller – Mærsk A/S | Chairman of the Board | 2014 – Mar 2022 | Led board of global shipping & logistics leader |
| C3.ai | Special Advisor to the CEO | Sep 2020 – Feb 2021; Feb 2025 – present | Strategic advisory to CEO |
External Roles
| Organization | Role | Start/Status | Notes |
|---|---|---|---|
| Siemens AG | Chairman, Supervisory Board | Current | Industrial technology leader |
| Temasek Holdings | Director | Since Jan 2025 | Investment company board role |
| Bloom Energy Corporation | Director | Joined Aug 2025 | Public company directorship |
| World Economic Forum | Board of Trustees | Current | Non-profit governance role |
Board Governance
- Committee assignments: Snabe is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance committees. Audit: Davis, Goldman, Levin, McCaffery (chair); Compensation: Sewell, Sridhar, Ward (chair); Nominating & Gov: McCaffery, Sewell (chair), Ward.
- Independence: The board determined certain named directors are independent; Snabe is not included in that list (i.e., not designated independent).
- Attendance and engagement: The board met five times in FY2025; each director attended at least 75% of board and applicable committee meetings.
- Tenure/term: Director since 2021; Class III; current term expires 2026; age 59.
- Lead Independent Director: Michael G. McCaffery (receives additional option value for LID service under the program).
Fixed Compensation
| Component (FY2025) | Policy/Amount | Notes |
|---|---|---|
| Cash retainers (board/committee/meeting fees) | $0 | Company did not pay cash to non-employee directors in FY2025; expenses reimbursed. |
| Annual equity for non-employee directors | Stock option valued at $350,000 (grant date fair value) | Granted at annual meeting; vests over 5 years, 5% per quarter; attendance-based vesting; early exercisable; full vest on change in control. |
| Additional equity for leadership roles | Lead Independent Director: +$45,000 option; Committee Chair: +$20,000 option | Same vesting terms as annual award. |
| Snabe – option award (FY2025) | $349,999 | Grant under director program. |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting/Performance Metrics | Purpose |
|---|---|---|---|---|
| RSUs (Special Advisor to CEO) | Mar 31, 2025 | 360,000 RSUs; $7,578,000 grant-date fair value | Service-based; 1/24th monthly from Feb 24, 2025 for 1 year, then 1/48th monthly for next 2 years; requires continued service as Special Advisor; no performance metrics disclosed | Compensation for special advisor services to CEO |
| Director Stock Options (Annual) | Oct 2, 2024 (typical timing) | $349,999 grant-date fair value | 5% quarterly over 5 years; vesting contingent on meeting attendance; early exercisable; full acceleration upon change in control; no performance metrics | Director equity under program |
- Performance metrics: No quantitative performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity; vesting is service/attendance-based.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Siemens AG | Public | Chairman, Supervisory Board | Large industrial tech; no related-party transactions with C3.ai disclosed in proxy. |
| Bloom Energy Corporation | Public | Director (Aug 2025) | No related-party transactions with C3.ai disclosed in proxy. |
| Temasek Holdings | Investment company | Director (Jan 2025) | No related-party transactions with C3.ai disclosed in proxy. |
No related-party transactions beyond the special advisor arrangement and award to Snabe are disclosed in the cited sections; the Audit Committee oversees related-person transactions.
Expertise & Qualifications
- Global enterprise software leadership (SAP Co-CEO) and European supervisory board experience (Siemens, Allianz, Maersk).
- Public board leadership and governance oversight across industrials, energy tech, and investment sectors.
- Strategic advisory experience to C3.ai’s CEO, suggesting domain familiarity with enterprise AI go-to-market and partnerships.
Equity Ownership
| Item (as of Aug 4, 2025) | Amount |
|---|---|
| Class A shares owned directly | 55,000 |
| Class A shares via BJHS Invest ApS (sole member) | 28,000 |
| Options exercisable within 60 days | 197,586 (135,722 vested as of Aug 4, 2025) |
| RSUs vesting within 60 days | 60,000 |
| Total Class A beneficial ownership | 340,586 (<1%) |
| Pledging/hedging policy | Company prohibits hedging, short sales, margin, and pledging of company stock. |
Governance Assessment
- Board effectiveness and independence: Snabe is not designated independent and simultaneously serves as Special Advisor to the CEO, which can raise perceived independence concerns versus best practices for public company boards.
- Compensation alignment: His FY2025 compensation includes a $7.58M RSU award tied to his special advisor role (service-based vesting) plus $350k in director options with attendance-based vesting and full acceleration on change in control; no performance metrics are applied to these director/advisor awards.
- Ownership alignment: Holds 340,586 beneficial Class A shares (<1%); has exercisable options and near-term vesting RSUs; company prohibits pledging/hedging, supporting alignment.
- Attendance and engagement: Met minimum expectations (≥75%); board met five times in FY2025.
- Compensation governance: Director pay is equity-only (no cash) with option grants; use of independent consultant (Compensia) for comp oversight and independence review mitigates advisor conflicts.
RED FLAGS
- Special advisor relationship and large RSU award while serving as a director may impair perceived independence and create potential conflicts vis-à-vis CEO oversight.
- Director equity (options) fully accelerates on change in control, which can be viewed as a shareholder-unfriendly feature if not balanced by robust performance conditions (none disclosed for directors).
Additional Context on Director Program
- Annual non-employee director option award ($350k grant-date FV), plus $45k for Lead Independent Director and $20k for committee chairs; 5% quarterly vesting contingent on meeting attendance; early exercisable; full acceleration upon change in control; no cash fees.