Richard C. Levin
C3.aiAbout Richard C. Levin
Independent director at C3.ai since 2010; age 78; currently a Class II nominee for re‑election to a term through 2028. Former Yale University President (1993–2013) and Coursera CEO (2014–2017); since 2017, Senior Advisor to Coursera. Education: BA Stanford; B.Litt Oxford; PhD Economics Yale; recognized for management experience and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale University | President | Jul 1993–Jun 2013 | Led major academic institution; broad management experience |
| Coursera, Inc. | Chief Executive Officer | Apr 2014–Jun 2017 | Scaled online learning platform |
| Coursera, Inc. | Senior Advisor | Since Jun 2017 | Ongoing advisory role |
| American Express Co. | Director | Jan 2007–May 2019 | Public company board experience |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| American Academy of Arts & Sciences | Fellow | Current | Recognition of scholarly contributions |
| American Philosophical Society | Fellow | Current | Recognition of scholarly contributions |
| The William and Flora Hewlett Foundation | Trustee | Former | Philanthropic governance experience |
| President’s Council of Advisors on Science and Technology (Obama) | Advisor | Prior service | Federal science policy advisory experience |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class II; Director since 2010; current term expires 2025; nominated to serve through 2028 |
| Independence | Board determined Levin is independent under NYSE standards |
| Committee assignments | Audit Committee member; designated “audit committee financial expert” |
| Committee chairs | Not a chair; Audit chaired by McCaffery with Goldman to become chair before the meeting |
| Attendance | Each director attended ≥75% of board and committee meetings in FY2025 |
| Lead Independent Director | Role held by Michael McCaffery; provides independent leadership and executive session responsibilities |
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | — | Company did not pay cash compensation to non‑employee directors |
| Meeting fees | — | Not paid; directors reimbursed for reasonable expenses |
| Committee membership fees | — | Not disclosed; program uses equity rather than cash |
| Chair/Lead Independent adders | N/A | $20k option adder for committee chairs and $45k for Lead Independent; Levin is not a chair/lead |
Performance Compensation
| Component | Grant Date | Award Value/Shares | Vesting | Other Terms |
|---|---|---|---|---|
| Annual Option Award | Oct 2, 2024 | $349,999 (grant-date fair value) | 5% quarterly over 5 years; vesting suspended if director misses a regularly scheduled board meeting in a quarter; suspended tranches vest at 5th anniversary if attendance requirements are later satisfied | Early exercisable subject to company repurchase rights; vests in full on change-of-control (service through closing required) |
Performance metrics tied to director pay: None disclosed; director equity awards vest based on service and attendance, not corporate financial metrics .
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| American Express Co. | Director | Jan 2007–May 2019 | No related-party transactions disclosed involving Levin |
Expertise & Qualifications
| Credential | Detail |
|---|---|
| Education | BA, Stanford; B.Litt, Oxford; PhD (Economics), Yale |
| Board qualification | Significant management experience and financial expertise |
| Financial oversight | Audit Committee “financial expert”; financially literate |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A shares held (direct) | 161,664 | Direct holdings |
| Options exercisable within 60 days | 212,741 | 150,877 vested as of Aug 4, 2025 |
| Beneficial ownership total | 374,405 | <1% of Class A; beneficial ownership per SEC rules |
| Outstanding options (as of Apr 30, 2025) | 254,741 | Total outstanding option awards |
| Hedging/pledging | Prohibited by insider trading policy (no hedging, short sales, or pledging) | |
| Ownership guidelines | Not disclosed | No director stock ownership guideline disclosed in proxy |
Governance Assessment
- Independence and audit expertise: Levin is an NYSE-defined independent director and an Audit Committee “financial expert,” strengthening oversight of financial reporting, internal controls, and related‑party approvals .
- Engagement signal: Director equity awards require in‑person attendance for quarterly vesting; missed meetings suspend vesting, aligning compensation with engagement and board effectiveness .
- Pay mix alignment: No cash retainers/meeting fees; compensation entirely via stock options with multi‑year vesting, which aligns interests but introduces change‑in‑control single‑trigger vesting for director awards (moderate governance risk) .
- Ownership alignment: Beneficial holdings of 374,405 Class A shares (direct plus options exercisable) are <1% but provide equity exposure; hedging/pledging prohibited, reducing misalignment risk .
- Conflicts/related parties: Proxy discloses related‑party arrangements (e.g., Bloom Energy transactions; aircraft reimbursements to CEO), with Audit Committee oversight; no transactions involve Levin—no direct conflict flagged .
- Shareholder sentiment: Say‑on‑pay passed with >85% approval at prior annual meeting, indicating general investor support for compensation governance framework .
RED FLAGS: Single‑trigger full vesting of director options upon change‑in‑control (service through closing), which can be viewed as less shareholder‑friendly than double‑trigger structures .