Kenneth A. Goldman
C3.aiAbout Kenneth A. Goldman
Kenneth A. Goldman (age 76) is an independent Class I director of C3.ai (AI), appointed in May 2025, with his current term expiring in 2027 . He is a seasoned technology and finance executive: President of Hillspire LLC (2017–2022), CFO of Yahoo! Inc. (2012–2017), and SVP/CFO of Fortinet, Inc. (2007–2012). He serves on the PCAOB Investor Advisory Group (since Feb 2024) and previously on the PCAOB Standing Advisory Group (2015–2017) and the Value Reporting Foundation Board (SASB) (2018–2022). He holds a B.S. in Electrical Engineering from Cornell University and an MBA from Harvard Business School . The board designated him an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillspire LLC | President | Sep 2017 – Apr 2022 | Family office leadership; investment oversight |
| Yahoo! Inc. | Chief Financial Officer | Oct 2012 – Jun 2017 | Public company CFO; disclosure and controls responsibility |
| Fortinet, Inc. | SVP & Chief Financial Officer | 2007 – 2012 | Technology CFO; financial operations |
| PCAOB Standing Advisory Group | Member | Jan 2015 – Dec 2017 | Audit standards advisory |
| Value Reporting Foundation (SASB) Board | Member | Jul 2018 – Jul 2022 | Sustainability reporting oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortinet, Inc. | Director | Current (dates not disclosed) | Board-level oversight |
| RingCentral, Inc. | Director | Current (dates not disclosed) | Board-level oversight |
| GoPro, Inc. | Director | Prior service (dates not disclosed) | Board-level oversight |
| Zuora, Inc. | Director | Prior service (dates not disclosed) | Board-level oversight |
| PCAOB Investor Advisory Group | Member | Since Feb 2024 | Investor-focused audit oversight |
| Cornell University | Trustee Emeritus | Not specified | Governance honorary role |
Board Governance
- Committee assignments: Audit Committee member; appointed by the board to become Audit Committee Chair effective immediately prior to the Annual Meeting .
- Independence: Board determined Goldman is “independent” under NYSE rules; audit committee members meet heightened independence requirements (Rule 10A-3) .
- Financial expertise: Designated “audit committee financial expert” (SEC definition); financially literate .
- Attendance: Board met five times in FY2025; each director attended at least 75% of board and applicable committee meetings; Audit Committee held five meetings .
- Board structure context: Lead Independent Director is Michael G. McCaffery ; Compensation Committee (Sewell, Sridhar, Ward) and Nominating & Governance Committee (McCaffery, Sewell, Ward) do not include Goldman .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash compensation for non-employee directors in FY2025 |
| Meeting fees | $0 | No board/committee meeting fees |
| Annual option award | Up to $350,000 grant-date fair value | Granted at the annual meeting; 5-year vest, 5% quarterly; pro-rated if appointed <365 days before meeting |
| Initial option award (new director) | Up to $900,000 grant-date fair value | 5-year vest, 5% quarterly; attendance-gated; early exercisable; full vest on change-in-control |
| Chair/Lead add-ons | Chair: $20,000; Lead: $45,000 | Additional options for committee chair and lead independent director; same vesting as Annual Awards |
| Kenneth A. Goldman—FY2025 | $0 stock awards; $0 option awards; $0 total | Joined May 21, 2025; no FY2025 director compensation |
| Kenneth A. Goldman—June 2025 | $900,000 option award (grant-date fair value) | Vests over five years; attendance-based quarterly vest |
Performance Compensation
| Award Type | Vesting Schedule | Performance Metrics | Change-in-Control | Other Terms |
|---|---|---|---|---|
| Director stock options (Annual/Initial) | 5% of shares vest quarterly over 5 years, contingent on in-person attendance at regularly scheduled board meetings each quarter; missed quarters’ vesting is suspended and will vest at 5-year anniversary if subsequent attendance requirements are met | No TSR/financial metrics; attendance gating is the sole performance condition | Vests in full upon change-in-control, subject to service until closing | Early exercisable; company repurchase right lapses with vesting |
Implication: Equity-only director pay with attendance-conditioned vesting is a strong alignment mechanism and an engagement signal; full CoC acceleration is customary but reduces retention leverage in a sale scenario .
Other Directorships & Interlocks
| Company | Relationship to AI | Notes |
|---|---|---|
| Fortinet, Inc. | No AI related-party transactions disclosed | Goldman is a director; no Fortinet transactions disclosed by AI |
| RingCentral, Inc. | No AI related-party transactions disclosed | Goldman is a director; no RingCentral transactions disclosed by AI |
| Bloom Energy (KR Sridhar) | Related-party transactions exist, not involving Goldman | AI entered commercial agreements and a sublease with Bloom; these relate to another director (Sridhar), not Goldman |
Expertise & Qualifications
- Technology CFO and capital markets experience (Yahoo, Fortinet); seasoned public company finance executive .
- Audit committee financial expert; deep accounting and financial reporting oversight credentials .
- Governance and sustainability reporting exposure (PCAOB IAG/SAG; VRF/SASB Board) .
- Education: B.S. Electrical Engineering (Cornell); MBA (Harvard Business School) .
Equity Ownership
| Holder/Form | Shares/Units | Status | Notes |
|---|---|---|---|
| Total beneficial ownership (as of Aug 4, 2025) | 102,433 | <1% of Class A; exact % “*” (less than 1%) | Company-wide ownership table |
| Goldman-Valeriote Family Trust u/a/d 11/15/95 | 25,022 | Direct/Indirect ownership | Footnote (11) |
| GV Partners LP | 22,689 | Direct/Indirect ownership | Footnote (11) |
| Stock options exercisable within 60 days | 54,722 | 2,736 vested as of Aug 4, 2025 | Early exercisable policy applicable; vesting ongoing |
| Hedging/Pledging | Prohibited | Applies to directors | Company policy restricts hedging, short sales, margin, and pledging |
Governance Assessment
- Board effectiveness: Goldman strengthens audit oversight as incoming Audit Committee Chair and designated financial expert; attendance-conditioned vesting ties director equity to engagement .
- Independence and conflicts: Board affirmed his independence; no Goldman-related party transactions disclosed; external board ties (Fortinet, RingCentral) present no disclosed transactions with AI, limiting interlock conflicts .
- Alignment and pay design: Equity-only director pay, no cash retainer/meeting fees; initial $900k option award with attendance gating supports shareholder alignment and accountability .
- Risk indicators: Company prohibits hedging/pledging (reducing misalignment risk); CoC acceleration is standard but lessens retention in sale scenarios; attendance threshold appears robust (≥75% overall; audit met 5 times) .
RED FLAGS
- None disclosed specific to Goldman (no related-party transactions, loans, or unusual perquisites). Monitor for potential time/attention constraints due to multiple public boards, though no attendance shortfall disclosed (≥75%) .