Michael G. McCaffery
C3.aiAbout Michael G. McCaffery
Michael G. McCaffery, 72, is C3.ai’s Lead Independent Director, serving on the board since 2009 with a current term expiring in 2026. He is Managing Director (and former CEO) of Makena Capital Management, and previously served on NVIDIA’s board (2015–June 2024). He holds a B.A. from Princeton, a B.A. (Hons) and M.A. in PPE from Oxford (Rhodes Scholar), and an MBA from Stanford, bringing deep investment and technology industry expertise. The board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C3.ai, Inc. | Director; Lead Independent Director | Director since 2009; Lead Independent Director (current) | Lead Independent Director duties include agenda-setting with CEO, moderating executive sessions, liaison to independent directors, and investor availability as appropriate. |
| Makena Capital Management, LLC | Managing Director; previously CEO | Managing Director since Dec 2005; CEO Dec 2005–Jan 2013 | Investment leadership at an institutional asset manager. |
| NVIDIA Corporation | Independent Director | Feb 2015–June 2024 | Technology industry board experience. |
External Roles
| Organization | Role | Status | Notes / Interlocks |
|---|---|---|---|
| Makena Capital Management, LLC | Managing Director | Current | Director Condoleezza Rice also serves on Makena’s board (private), indicating a network interlock between two C3.ai directors. |
Board Governance
| Attribute | Details |
|---|---|
| Board position | Lead Independent Director with defined responsibilities (agenda, info flow, executive sessions, liaison to CEO/independents, stockholder consultation as appropriate). |
| Independence | Board determined Mr. McCaffery is independent under NYSE standards. |
| Years on board | Director since 2009; current Class III term expires 2026. |
| Committees (FY2025) | Audit Committee Chair (transitioning to Kenneth A. Goldman immediately prior to 2025 Annual Meeting); members: Lisa A. Davis, Kenneth A. Goldman, Richard C. Levin, Michael G. McCaffery. Nominating & Corporate Governance Committee member; chair is Bruce Sewell. |
| Audit expertise | Board determined each of Davis, Goldman, Levin, and McCaffery is an “audit committee financial expert.” |
| Meeting cadence/attendance | Board met 5 times in FY2025; each director attended at least 75% of applicable board and committee meetings. Audit Committee held 5 meetings; Compensation Committee held 3; Nominating & Governance held quarterly discussions. |
| Board leadership | CEO Thomas M. Siebel serves as Chairman; Lead Independent Director structure used to balance combined role. |
Fixed Compensation (Director; FY2025)
| Component | FY2025 |
|---|---|
| Annual cash retainer | $0 (no cash paid to non‑employee directors) |
| Committee membership fees | $0 |
| Committee chair cash fees | $0 |
| Meeting fees | $0 |
| Expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed |
Performance Compensation (Director; FY2025)
| Item | Detail |
|---|---|
| Total equity grant value (FY2025) | Option Awards: $414,989 (aggregate grant-date fair value) |
| Role‑based adders | Additional option values: $45,000 for Lead Independent Director; $20,000 for Committee Chair (included in totals where applicable) |
| Annual/Initial awards | Non‑employee directors received stock options (no cash) under the 2020 Plan; typical annual award value $350,000 (prorated for new directors) and initial award up to $900,000 for new appointees |
| Vesting schedule | Options vest 5% per quarter over 5 years; vesting for a quarter is suspended if the director fails to attend any regularly scheduled board meeting that quarter; “suspended” tranches vest on 5th anniversary if attendance met in subsequent periods |
| Attendance linkage | Yes—vesting conditioned on in‑person attendance at regularly scheduled board meetings per policy |
| Early exercise | Options are early exercisable subject to company repurchase right through vesting period |
| Change‑in‑control | Director options vest in full upon a change in control, subject to continued service through closing |
Detailed vesting/conditions table
| Condition | Mechanics |
|---|---|
| Quarterly vesting | 5% per quarter over 20 quarters (5 years) |
| Attendance gate | Missed in‑person attendance suspends that quarter’s vest; “suspended” shares vest at 5-year mark if future attendance criteria satisfied |
| Early exercise | Permitted; subject to repurchase right until vest |
| CIC acceleration | Full acceleration at change in control (service through closing) |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| NVIDIA Corporation | Director | Feb 2015–June 2024 | External public tech board experience |
| Makena Capital Management, LLC | Managing Director | Dec 2005–present | Private firm; interlock noted with Dr. Rice serving on Makena’s board |
Expertise & Qualifications
- Audit committee financial expert designation; extensive financial literacy.
- Deep investment/markets background (Makena Capital leadership).
- Education: BA Princeton; BA (Hons), MA (PPE) Oxford (Rhodes Scholar); MBA Stanford.
- Board believes he is qualified due to extensive market, investment, and technology industry expertise.
Equity Ownership (Alignment)
| Category (as of Aug 4, 2025) | Amount |
|---|---|
| Direct Class A shares | 321,699 |
| Class A shares held by McCaffery Family Trust | 665,929 |
| Options exercisable within 60 days | 336,782 (of which 263,430 vested as of that date) |
| Hedging/pledging policy | Company policy prohibits hedging, short sales, margin purchases, and pledging of company stock by directors and employees. |
Governance Assessment
-
Strengths
- Lead Independent Director with explicit responsibilities that reinforce board effectiveness under combined Chair/CEO structure.
- Experienced Audit Chair in FY2025 and designated “audit committee financial expert”; audit committee met 5x in FY2025.
- Independence: board majority independent; Mr. McCaffery affirmed independent.
- Director equity structured as options, with vesting tied to meeting attendance; early exercise permitted but risk managed by repurchase right; full CIC acceleration provides clarity.
- Anti‑hedging and anti‑pledging policy enhances alignment and lowers risk of misaligned incentives.
- Board/committee engagement: each director at ≥75% attendance; board met 5x.
-
Watch items / potential red flags
- Combined Chair/CEO role persists (Mr. Siebel); while offset by Lead Independent Director, it concentrates power.
- Supervoting Class B shares (50 votes per share) create a governance imbalance that can limit minority shareholder influence.
- Interlock: Mr. McCaffery (Makena Managing Director) and co‑director Condoleezza Rice (Makena board) may reflect a network interlock; monitor for potential perceived conflicts (no related‑party transaction disclosure identified in provided excerpts).
- Audit Chair transition: board appointed Mr. Goldman to become Audit Chair immediately prior to the 2025 Annual Meeting—stakeholders should monitor continuity/execution of audit oversight.
- Securities class actions filed in 2H 2025 alleging deficiencies in disclosures tied to leadership health and guidance; as a senior independent director (and Audit Chair in FY2025), oversight of disclosure controls remains a focal point for investor confidence.
-
Shareholder signaling
- Say‑on‑pay support exceeded 85% at the prior annual meeting, indicating generally supportive shareholder sentiment toward pay practices.
Appendix: Committees Snapshot (FY2025)
| Committee | Membership | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Lisa A. Davis; Kenneth A. Goldman; Richard C. Levin; Michael G. McCaffery | McCaffery (Goldman to become chair immediately prior to 2025 Annual Meeting) | 5 |
| Compensation | Bruce Sewell; KR Sridhar; Stephen M. Ward, Jr. | Ward | 3 |
| Nominating & Corporate Governance | Michael G. McCaffery; Bruce Sewell; Stephen M. Ward, Jr. | Sewell | Quarterly discussions; actions by unanimous written consent |