Robert D. Schilling
C3.aiAbout Robert D. Schilling
Robert D. “Rob” Schilling (age 56) is Executive Vice President and Chief Commercial Officer (CCO) of C3.ai (NYSE: AI), appointed effective June 16, 2025; he leads all sales, customer-facing teams, and alliances, bringing nearly 25 years of senior enterprise software sales leadership across Oracle, Nokia, SAP, and Siebel Systems, and holds a Bachelor’s degree from the University of California, Santa Barbara . As context, C3 AI reported FY2025 total revenue growth of 25% year over year with expanding commercial momentum and alliances, providing a constructive backdrop for a go-to-market leader focused on execution; these results precede Schilling’s tenure start (FY2025 ended April 30, 2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oracle | Senior Vice President, ERP Sales (North America Applications) | Not disclosed | Led enterprise cloud applications sales for service industries; focus on digital transformation execution . |
| Nokia Software (via SpaceTime acquisition) | Group Vice President; formerly CEO of SpaceTime | Not disclosed | Oversaw development, strategy, and sales for IoT, Analytics, and Applications; scaled IoT/analytics solutions . |
| SAP Americas | Senior Vice President | Not disclosed | Senior enterprise sales leadership across Americas; large-enterprise go-to-market . |
| SAP Japan | Chief Commercial Officer | Not disclosed | Commercial leadership for SAP Japan; regional sales execution . |
| Siebel Systems (later acquired by Oracle) | Senior Vice President of Sales | Not disclosed | Enterprise CRM sales leadership; foundational large-scale enterprise sales experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings reviewed | — | — | No public company directorships mentioned in C3.ai executive officer biography and appointment disclosures . |
Fixed Compensation
| Component | Value/Terms | Source |
|---|---|---|
| Base Salary | $600,000 per year | |
| Target Annual Bonus | $1,400,000 target; discretionary thereafter per company program | |
| First-Year Bonus Guarantee | Target bonus for first year guaranteed, paid quarterly in equal installments during first year, subject to continued employment on each payment date | |
| Clawback/Repayment (First 12 Months) | If voluntary resignation for any reason or termination for Cause within 12 months: repay (a) any bonus paid and (b) Grant 2 grant-date fair value, within 15 days of termination | |
| Clawback Policy (Company-wide) | Dodd-Frank-compliant clawback implemented; SOX 304 reimbursements may apply to CEO/CFO on restatement due to misconduct |
Performance Compensation
Equity Awards (Service-Based)
| Award | Vehicle | Grant Value / Sizing | Vesting | Notes |
|---|---|---|---|---|
| Grant 1 | RSUs under 2020 Equity Incentive Plan | Approx. $25,000,000 (converted to RSUs at grant) | 20% vests 12 months after Board approval date; 5% vests quarterly thereafter until fully vested or termination | Service-based RSUs; no explicit performance metrics disclosed for Schilling’s award . |
| Grant 2 (Make-Whole) | RSUs sized to “approximate value” of 29,004 Oracle shares on grant date | Value based on Oracle share price at grant; converts to C3 AI RSUs | Vests immediately on September 30, 2025, subject to employment through grant date | If a Corporate Transaction/Change in Control (CIC) occurs before Sep 30, 2025, Grant 2 is accelerated and fully vests immediately prior to closing with value set the day before closing; grant date pulled forward to day before close . |
Annual/Performance Metrics
- No executive-specific performance metrics (e.g., revenue, EBITDA, TSR) are tied to Mr. Schilling’s RSU vesting; awards are service-based per offer letter and plan terms .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership | Mr. Schilling does not appear as a separate line item in the Aug 4, 2025 beneficial ownership table; officers/directors as a group (14 persons) held 33,370,362 Class A and 3,072,820 Class B shares (87.8% of Class B) as of that date | |
| 10b5-1 Trading Plan | Adopted June 18, 2025; covers shares that may be released upon RSU vesting on or prior to March 31, 2026; number of shares not determinable at adoption; plan expiration March 31, 2026 | |
| Hedging/Pledging Policy | Company prohibits hedging, short sales, purchasing on margin or holding in margin accounts, and pledging company shares by employees/officers/directors | |
| Inducement Plan (context for future equity) | 2025 Inducement Plan adopted (board-only approval) with 5,000,000 shares reserved; permits RSUs, options, SARs, etc., for new hires (inducement awards) |
Employment Terms
| Term | Key Provision | Source |
|---|---|---|
| Start Date/Role | EVP & Chief Commercial Officer effective June 16, 2025; responsible for all Sales, customer-facing teams, and Alliances | |
| Reporting/Org | Reports to CEO (at time of offer letter); Alliances function moved to report to Schilling; example: SVP Operations Merel Witteveen reported to Schilling for Alliances from June 16, 2025 | |
| Severance (No-Cause within first 12 months) | Lump-sum cash equal to unpaid portion of first-year base salary ($600k annualized) plus unpaid portion of first-year target bonus ($1.4M), subject to Severance Conditions; 20% of Grant 1 immediately vests; if Grant 2 not yet granted, it is granted and fully vests on last day of employment with value set using Oracle price on that day | |
| Change in Control (CIC) – Double Trigger (within 36 months post-CIC) | If Constructive Termination or termination without Cause, death, or disability within 36 months after CIC: lump sum cash equal to 12 months base salary; full vesting of any pre-CIC equity awards (including Grant 1) outstanding and unvested at termination, subject to Severance Conditions | |
| Grant 2 CIC Protection (pre-9/30/2025) | If CIC occurs prior to Sep 30, 2025: Grant 2 grant date accelerated to day before closing, value based on 29,004 Oracle shares’ closing price day before close, converted to RSUs; fully vests immediately prior to close | |
| Severance Conditions | Release of claims; compliance with continuing obligations; return of company property; effectiveness/irrevocability within 60 days post-termination; benefits paid only after effective date |
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Service-based RSUs (Grant 1) | N/A | N/A | N/A | N/A | 20% at 12 months from grant approval; 5% quarterly thereafter |
| Make-whole RSUs (Grant 2) | N/A | N/A | N/A | N/A | Immediate vesting at grant date (Sep 30, 2025), employment condition; CIC acceleration mechanics if pre-9/30/2025 |
Note: The company’s broader executive equity framework emphasizes long-term service-based RSUs (five-year vesting) to drive retention, with PRSUs primarily used for the CEO; no performance-vesting metrics are disclosed for Mr. Schilling’s awards .
Risk Indicators and Selling Pressure Monitors
- 10b5-1 Plan through March 31, 2026 covering shares released upon RSU vesting indicates pre-programmed selling potential around scheduled vest dates, though the number of shares was not determinable at adoption .
- Company prohibits hedging and pledging, reducing misalignment risks associated with monetization/pledging of concentrated exposure .
- Large upfront equity (Grant 1, ~$25M) with five-year vesting implies recurring quarterly vest events after the 12-month cliff, which may create periodic supply overhang; first-year cash bonus is guaranteed but subject to repayment if departure for Cause/voluntary within 12 months, reinforcing near-term retention .
Additional Context: Company Performance and Governance
- FY2025 results included 25% YoY total revenue growth, 18% YoY subscription revenue growth, 264 agreements closed (+38% YoY), and expanded alliances, setting a growth backdrop for the CCO role (results pre-dating Schilling’s start) .
- Sales/services reorganization and new leadership announced Q1 FY2026, with Schilling named EVP & CCO, indicating board/management focus on GTM execution .
- 2025 Inducement Plan (5,000,000 shares) enables equity grants for new hires without stockholder approval under NYSE inducement rules, relevant for future GTM team buildout and potential dilution considerations (not specific to Schilling) .
Investment Implications
- Alignment/Retention: Compensation is heavily equity-based (approx. $25M service RSUs vesting over five years) with a first-year guaranteed cash bonus; repayment requirements for early departure and double-trigger CIC acceleration indicate strong retention and negotiated protection for a mission-critical GTM hire .
- Supply Overhang/Trading Signals: Adoption of a 10b5-1 plan through March 31, 2026 tied to RSU releases suggests orderly but likely periodic selling around vest dates, creating identifiable supply windows for traders to monitor; Grant 2 fully vested on Sep 30, 2025 if employed, potentially contributing to near-term liquidity events around that date .
- Governance Risk Mitigation: Prohibitions on hedging and pledging reduce alignment and forced-sale risks often associated with executive leverage or derivative overlays, a positive governance signal for long-term holders .
- Change-in-Control Economics: Double-trigger acceleration and 12 months’ base salary within 36 months post-CIC increase acquisition-related overhang and equity acceleration costs, but are consistent with market practice for senior GTM leaders in high-growth software; Grant 2 features explicit pre-close vesting if CIC precedes the scheduled grant date, clarifying obligations under a transaction scenario .