Lisa A. Davis
C3.aiAbout Lisa A. Davis
Independent director since December 2021 with deep operating experience across energy, industrials, and global technology. Age 60 as of August 5, 2024; B.S. in Chemical Engineering (with honors) from UC Berkeley. Serves on C3.ai’s Audit Committee and is designated an “audit committee financial expert.” Determined “independent” under NYSE rules by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens AG | Managing Board; CEO, Siemens Gas and Power | Aug 2014 – Feb 2020 | Led energy division; strategic and operational leadership |
| Siemens Gamesa Renewable Energy SA | Board member | From 2017 | Renewable energy governance |
| Royal Dutch Shell PLC | EVP Downstream Strategy, Portfolio & Alternate Energy; prior roles in Refining Ops, Supply & Trading, Lubricants & Bulk Fuels S&M | 2000 – 2012; EVP date not individually specified | Downstream portfolio strategy and operations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Penske Automotive Group, Inc. | Director | Since May 2017 | Global transportation services |
| Air Products and Chemicals, Inc. | Director | Since Mar 2020 | Industrial gases |
| Phillips 66 | Director | Since Oct 2020 | Downstream oil & gas |
| Kosmos Energy Ltd. | Director (prior) | Nov 2019 – Jun 2022 | Energy E&P; ended 2022 |
| Spectris PLC | Director (prior) | 2015 – 2016 | Industrial products |
Board Governance
- Committee assignments: Audit Committee member; not listed on Compensation or Nominating & Corporate Governance committees. Audit Committee members: McCaffery (Chair), Davis, Goldman, Levin. Compensation Committee: Ward (Chair), Sewell, Sridhar. Nominating & Corporate Governance: Sewell (Chair), McCaffery, Ward.
- Independence: Board determined Ms. Davis is independent under NYSE standards.
- Attendance: Board met 5 times in FY ended April 30, 2025; each director attended at least 75% of board and committee meetings. Audit Committee held 5 meetings in FY2025 and 7 in FY2024.
- Financial expertise: Identified as “audit committee financial expert” and financially literate.
- Lead Independent Director: Michael G. McCaffery (Lead Independent).
Fixed Compensation
C3.ai pays no cash retainers or meeting fees to non-employee directors; compensation is delivered via equity, primarily stock options.
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash retainer ($) | $0 | $0 |
| Committee chair fees | $0 cash; additional option value for chairs applies only if chair ($20,000) | $0 cash; additional option value for chairs applies only if chair ($20,000) |
| Lead Independent Director fee | N/A for Davis; policy provides $45,000 in additional option value for LID (not applicable to Davis) | N/A for Davis; policy provides $45,000 in additional option value for LID (not applicable to Davis) |
Notes: Non-employee director compensation program provides equity only; C3.ai reimburses reasonable out-of-pocket expenses.
Performance Compensation
Director equity awards vest based on attendance and service; there are no financial performance metrics (e.g., revenue, TSR) tied to director pay.
| Metric/Feature | Structure |
|---|---|
| Annual Director Option (“Annual Award”) | Grant date value up to $350,000; vests 5% quarterly over 5 years contingent on attending in-person the regularly scheduled board meeting each fiscal quarter; missed-quarter shares suspend and vest at 5th anniversary if future attendance requirements are met; early exercisable; full vest on change in control subject to service at closing. |
| Initial Award (new directors) | Up to $900,000 grant date value; same attendance-contingent vesting mechanics as Annual Award; early exercisable; full vest on change in control subject to service. |
| Committee/Leadership adders | Additional options: $45,000 for Lead Independent Director; $20,000 for committee chair (vesting mechanics same as Annual Award). |
| Cash | No cash compensation paid to non-employee directors. |
Lisa A. Davis – Award History:
- FY2024: Option awards $349,988.
- FY2025: Option awards $349,999.
Other Directorships & Interlocks
| Company | Sector Overlap with C3.ai customers/suppliers | Potential Interlock/Conflict |
|---|---|---|
| Penske Automotive Group | Automotive/transport services; C3.ai enterprise AI customers can include industrial/auto | None disclosed; independence affirmed. |
| Air Products and Chemicals | Industrial gases; industrials vertical | None disclosed; independence affirmed. |
| Phillips 66 | Downstream energy | None disclosed; independence affirmed. |
| Kosmos Energy (prior), Spectris (prior) | Energy/industrials | None disclosed; independence affirmed. |
C3.ai Audit Committee reviews and approves related person transactions per policy; no related party transactions involving Ms. Davis are disclosed.
Expertise & Qualifications
- Education: B.S., Chemical Engineering (with honors), UC Berkeley.
- Domain expertise: Energy operations, downstream strategy, industrial leadership at Siemens and Shell.
- Financial expertise: Audit Committee financial expert designation.
Equity Ownership
| Metric | Aug 5, 2024 | Aug 4, 2025 |
|---|---|---|
| Beneficial ownership (Class A shares counted per SEC rules) | 142,591 shares; less than 1% voting power | 171,422 shares; less than 1% voting power |
| Direct Class A common stock held | 10,165 shares | 15,354 shares |
| Options exercisable within 60 days | 131,128 shares (49,031 vested as of Aug 5, 2024) | 154,770 shares (79,202 vested as of Aug 4, 2025) |
| RSUs vesting within 60 days | 1,298 shares | 1,298 shares |
| Pledging/Hedging status | Company policy prohibits hedging, short sales, margin purchases, and pledging of shares for directors and employees. |
Governance Assessment
- Board effectiveness: Active Audit Committee participant; recognized financial expert; committee met regularly (5x in FY2025), suggesting robust oversight of financial reporting, internal control, and related party transaction review.
- Alignment and incentives: Equity-only director pay with strict attendance-contingent vesting and early-exercise with repurchase rights strengthens engagement and shareholder alignment; change-in-control single-committee full vesting for directors is standard for service-based awards.
- Independence and conflicts: Board affirmed independence for Ms. Davis; no related party transactions disclosed; company prohibits hedging/pledging—positive alignment signal.
- Compensation structure signals: Consistent annual option award ($~350k) YOY; no cash retainer; additional equity only for leadership roles (not applicable to Davis)—no pay inflation or guaranteed cash observed.
- Shareholder feedback: Annual say-on-pay maintained; prior vote approval “over 85%” indicates generally favorable investor sentiment on pay practices.
RED FLAGS: None disclosed for Davis regarding attendance, related-party transactions, hedging/pledging, or anomalous pay practices. Continued monitoring warranted due to multi-board commitments across energy/industrial sectors, but independence was reaffirmed.
References
- Director biography and external boards:
- Board composition, ages and terms:
- Audit committee membership, meetings, and financial expert designation:
- Independence determinations:
- Board and committee attendance disclosure:
- Director compensation tables and program mechanics:
- Beneficial ownership (including footnotes for breakdown):
- Hedging/pledging prohibitions:
- Related person transaction policy:
- Say-on-pay context: