KR Sridhar
C3.aiAbout KR Sridhar
KR Sridhar (age 64) has served on C3.ai’s board since February 2023 (Class I; term expires 2027). He is Founder, Chairman, and CEO of Bloom Energy (since 2002); formerly Director of the Space Technologies Laboratory and Professor of Aerospace & Mechanical Engineering at the University of Arizona; advisor to NASA; Strategic Limited Partner at Kleiner Perkins; and special advisor to New Enterprise Associates. He holds a B.E. in Mechanical Engineering (University of Madras/NIT Trichy), an M.S. in Nuclear Engineering, and a Ph.D. in Mechanical Engineering (UIUC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Arizona, Space Technologies Laboratory | Director; Professor (Aerospace & Mechanical Engineering) | Not disclosed | Led major consortia of industry, academia, and national labs |
| NASA | Advisor | Not disclosed | Government advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bloom Energy Corporation (NYSE: BE) | Founder, Chairman & CEO | Since 2002 | Public company board chair/CEO |
| Kleiner Perkins | Strategic Limited Partner | Not disclosed | Venture role |
| New Enterprise Associates | Special Advisor | Not disclosed | Venture/advisory role |
Board Governance
- Independence: The board determined Dr. Sridhar is independent under NYSE standards .
- Committee assignments: Member, Compensation Committee (Ward—Chair; members: Sewell, Sridhar, Ward). Compensation Committee held 3 meetings in FY25; retains Compensia as independent consultant (no conflicts) .
- Attendance/engagement: Board met 5 times in FY25; each director attended at least 75% of board and applicable committee meetings .
- Lead Independent Director: Michael G. McCaffery .
- Hedging/pledging policy: Company prohibits hedging, short sales, margin, and pledging of company stock .
Related-Party Transactions (Conflict Risk)
| Counterparty | Nature | Date(s) | Amount(s) | Notes |
|---|---|---|---|---|
| Bloom Energy (CEO: KR Sridhar) | Commercial agreements | Jul 25, 2024; Jan 31, 2025 | $350,000; $1.90 million | Ordinary course; terms comparable to third parties; FY25 revenue recognized: $797k subscription, $830k services |
| Bloom Energy | Sublease & services (Davos, Switzerland) | Oct 2024 | ~$137,000 paid to C3.ai in FY25 | At cost per sublease agreement |
RED FLAG: Ongoing commercial and facility transactions with Bloom Energy, where Sridhar is Chairman/CEO, create potential conflicts; mitigants include audit committee oversight and related-person policy (review/approval required) .
Fixed Compensation (Director Pay)
C3.ai does not pay cash retainers or meeting/committee fees to non-employee directors; only reasonable out-of-pocket expense reimbursement .
| Component | FY2025 |
|---|---|
| Annual Cash Retainer ($) | $0 |
| Committee/Chair Fees ($) | $0 |
| Meeting Fees ($) | $0 |
Performance Compensation (Director Equity)
Director equity is delivered via stock options with attendance-linked vesting; early exercisable; vests in full upon change in control (subject to service) .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Option Awards ($) | — | $699,997 |
- Structure/vesting: New-director Initial Award up to $900,000 grant-date fair value; Annual Award $350,000 grant-date fair value. Vesting is 5% quarterly over 5 years, contingent on in-person attendance at regularly scheduled quarterly board meetings. Missed-quarter tranches are suspended and vest at the 5th anniversary if later attendance requirements are met. Early exercisable; single-trigger full vesting upon change in control (subject to service) .
- Committee/lead add-ons: +$20,000 (Chair), +$45,000 (Lead Independent Director) in the form of options (if applicable) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Bloom Energy Corporation | Chairman & CEO | Public | Not disclosed | Related-party transactions with C3.ai in FY24–FY25 |
| C3.ai, Inc. | Director | Public | Compensation Committee member | Compensation Committee interlocks: none disclosed by company |
Expertise & Qualifications
- Technical/industry: Deep energy technology and operations expertise; significant executive management experience .
- Academic/innovation: Led major industry–academia–lab consortia; advisor to NASA .
- Education: B.E. Mechanical Engineering (Univ. of Madras/NIT Trichy), M.S. Nuclear Engineering, Ph.D. Mechanical Engineering (UIUC) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 4, 2025) | 107,486 shares (all via options exercisable within 60 days) |
| Vested vs. unvested | Of the 107,486 options exercisable within 60 days, 34,182 were vested as of Aug 4, 2025 (remainder early exercisable but unvested) |
| Ownership % of outstanding | <1% |
| Pledged shares | Prohibited by policy; none disclosed |
Governance Assessment
-
Positives:
- Independent director with substantial operating experience; active on Compensation Committee with independent consultant oversight (Compensia; no conflicts) .
- Strong alignment through equity-only director pay; attendance-linked vesting adds accountability .
- Board-wide engagement: each director ≥75% attendance in FY25; board met 5 times .
- Shareholder support: prior year say‑on‑pay approval >85% indicates broad investor acceptance of compensation practices .
-
Risk indicators/RED FLAGS (monitor):
- Related-party transactions with Bloom Energy (commercial/sublease) while Sridhar is its Chairman/CEO—potential conflict requiring continued audit committee scrutiny and transparent disclosure .
- Director option awards accelerate in full upon change in control (single-trigger for directors); common in market but reduces performance-contingency and could be viewed as less shareholder‑friendly .
-
Net view: Sridhar brings valuable industrial and technology leadership and is engaged on compensation oversight; the Bloom Energy dealings are the primary governance risk but are subject to policy and audit review, with amounts and terms disclosed as ordinary‑course and third‑party comparable .