Mike Clayville
C3.aiAbout Mike Clayville
Independent non-employee director appointed to C3.ai’s Board effective November 9, 2025 (Class II; term to 2028 annual meeting). Brings 30+ years of enterprise software and cloud infrastructure experience, most recently Chief Customer Officer at Stripe, and previously led global commercial sales at Amazon Web Services; earlier leadership roles at VMware, BEA Systems, Tivoli Systems, and IBM . The company disclosed no related party transactions or arrangements in connection with his election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stripe | Chief Customer Officer | — | Customer success leadership and go-to-market perspective |
| Amazon Web Services (AWS) | VP leading Global Commercial Sales | — | Scaled global operations across 170 countries |
| VMware | Senior leadership | — | Enterprise software execution |
| BEA Systems | Senior leadership | — | Enterprise software execution |
| Tivoli Systems | Senior leadership | — | Enterprise management software |
| IBM | Senior leadership | — | Digital transformation initiatives |
External Roles
- No current public-company board memberships disclosed in the appointment filings/press release .
Board Governance
- Appointment: Elected by the Board as a Class II director on Nov 9, 2025; term through the 2028 annual meeting .
- Committees: No committee assignments disclosed at appointment; 2025 proxy lists existing committee compositions (Audit: Davis, Goldman, Levin, McCaffery; Compensation: Sewell, Sridhar, Ward; Nominating: McCaffery, Sewell, Ward) without Clayville (not yet a director at proxy record date) .
- Independence: Not explicitly stated in the 8-K; Company maintains majority-independent board per NYSE standards, and identifies independent directors in the proxy; independence determinations are updated in proxy cycles .
- Shareholder confidence signals (2025 Annual Meeting results):
| Matter | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Say-on-pay (NEO compensation) | 186,563,591 | 29,855,073 | 536,743 | 37,032,708 |
| Deloitte ratification (FY26) | 251,472,840 | 1,822,718 | 692,557 | — |
- Director election outcomes (Class II nominees at 2025 AGM):
| Nominee | For | Withhold | Broker Non-Vote |
|---|---|---|---|
| Gen. (Ret.) John Hyten | 212,303,543 | 4,651,864 | 37,032,708 |
| Richard C. Levin | 212,645,179 | 4,310,228 | 37,032,708 |
| Bruce Sewell | 199,436,155 | 17,519,252 | 37,032,708 |
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Cash retainer (board/committees/meetings) | $0 cash for non-employee directors in FY2025 |
| Reimbursements | Reasonable out-of-pocket expenses reimbursed |
Performance Compensation
| Element | Terms |
|---|---|
| Initial option award (Clayville appointment) | Options with aggregate grant-date fair value $350,000; exercise price at grant-date fair value; vests over 2 years with 12.5% quarterly vesting conditioned on attendance at regularly scheduled board meetings; full vest on change in control if in service through closing |
| Annual director equity program (Company policy) | Annual option grant valued at $350,000; vests over 5 years at 5% quarterly with attendance requirement; early exercisable; full vest on change in control |
| Role-based equity adders (policy) | Lead Independent Director: +$45,000 option; Committee Chair: +$20,000 option; same vesting mechanics as annual awards |
| Attendance linkage | If a director fails to attend a regularly scheduled meeting in a quarter, vesting for that quarter is suspended; suspended shares vest at 5th anniversary if later attendance requirements are satisfied |
No cash bonus, RSUs, or PSUs are part of non-employee director compensation; equity is entirely option-based under the 2020 Plan in FY2025 .
Other Directorships & Interlocks
- None disclosed for Clayville in the appointment documents; Company disclosed no Item 404(a) related-party transactions for Clayville .
Expertise & Qualifications
- Enterprise AI/commercial leadership: deep go-to-market and customer success experience from Stripe; scaled global commercial sales at AWS across 170+ countries .
- Cloud/enterprise software operating depth from VMware, BEA, Tivoli, IBM; hands-on experience with large-scale digital transformations .
- Board brings complementary commercial execution and customer adoption expertise to AI’s technology-focused board .
Equity Ownership
- Beneficial ownership for Clayville not yet disclosed in proxy tables (appointment post–proxy record date); Company prohibits hedging, short sales, margin purchases, and pledging of company stock for all insiders under its insider trading policy .
Governance Assessment
- Alignment: Equity-only director pay and attendance-conditioned vesting create strong engagement incentives and shareholder alignment; no cash retainers minimize pay-for-presence risk .
- Independence/Conflicts: No related-party transactions or election arrangements disclosed for Clayville; independence classification to be confirmed in next proxy, but appointment documents indicate non-employee status and no Item 404(a) exposures, supporting investor confidence .
- Committees/Effectiveness: Committee assignments not yet disclosed; existing committees chaired by experienced directors (McCaffery—Audit; Ward—Compensation; Sewell—Nominating), providing established governance structure into which Clayville’s commercial expertise can integrate .
- Shareholder signals: Strong say-on-pay and auditor ratification support at 2025 AGM signal broad investor confidence in governance and oversight .
RED FLAGS: None observed at appointment: no related-party transactions, no cash compensation, equity vesting contingent on meeting attendance, standard change-of-control provisions .