Thomas M. Siebel
C3.aiAbout Thomas M. Siebel
Thomas M. Siebel is the founder of C3.ai and served as Chairman since 2009 and CEO since 2011; in September 2025 he transitioned to Executive Chairman, focusing on strategy, product innovation, strategic partners, and customer relationships . He holds a B.A. in History, an MBA, and an M.S. in Computer Science from the University of Illinois at Urbana-Champaign, is a member of the American Academy of Arts and Sciences, and authored “Digital Transformation” (2019) . Under his leadership, FY2025 revenue grew 25% year over year, with subscription revenue up 18%, and strong momentum across federal and generative AI businesses . Over 85% of votes approved 2025 say‑on‑pay; over 95% approved in 2024, reflecting shareholder support for the pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oracle Corporation | Various leadership roles | 1984–1990 | Helped build early enterprise software; foundational operating experience |
| Siebel Systems | Founder & CEO | 1993–2006 | Pioneered CRM; company merged with Oracle in Jan 2006 |
| C3.ai | Chairman; CEO; Executive Chairman | Chairman since 2009; CEO since 2011; Executive Chairman since Sep 2025 | Founded and scaled Enterprise AI platform and applications; led product and GTM; succession to Executive Chairman in 2025 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Illinois; UC Berkeley (College of Engineering boards) | Board member | Ongoing | Academic ties support talent pipeline and research collaboration |
| American Academy of Arts & Sciences | Member | Elected 2013 | Recognition for contributions to technology and society |
| Author | “Digital Transformation” | 2019 | Thought leadership in enterprise digitization |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Target Bonus ($) | 1,000,000 | 1,000,000 |
| Actual Bonus (Paid) ($) | 1,000,000; paid in fully vested RSUs (June 2024 award) | 900,000; paid in fully vested RSUs (Aug 5, 2024 grant for FY2024 bonus; FY2025 bonus RSUs granted Aug 2025) |
Performance Compensation
| Award | Grant Date | Metric | Target/Hurdle | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PRSU Tranche 2 | 12/8/2022 | Stock Price (90-day avg) | $23.00; overperformance hurdle $25.60 | Overperformance met; 566,666 shares vested on Aug 1, 2025 | Earliest vest date Aug 2, 2025; vest upon hurdle and service |
| RSU | 9/11/2024 | Service | — | 537,413 RSUs granted; time-based vest | 1/3 on 9/11/2025; 1/12 quarterly thereafter |
| Premium-Priced Stock Option | 9/11/2024 | Service | — | 886,244 options granted at $23.55 | 1/3 on 9/11/2025; 1/3 annually thereafter; early exercise permitted |
| RSU (Annual bonus via RSUs) | 8/5/2024 | Discretionary bonus | — | 41,841 RSUs fully vested (FY2024 bonus paid) | Fully vested at grant |
Multi‑Year Compensation Summary
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 1,000,000 | 1,000,000 | 1,000,000 |
| Bonus | — | — | — |
| Stock Awards | 29,540,333 | 11,290,020 | 11,506,012 |
| Option Awards | — | 11,290,005 | 11,506,017 |
| Non‑Equity Incentive (Annual) | 1,000,000 | 1,000,000 | 900,000 |
| All Other Compensation | 171,867 | 184,933 | 604,847 |
| Total | 31,712,200 | 24,764,958 | 25,516,876 |
Equity Ownership & Alignment
| Ownership Detail (as of Aug 4, 2025) | Value |
|---|---|
| Class A Shares (Beneficial) | 28,535,827; 18.1% of Class A |
| Class B Shares (Beneficial) | 3,072,820; 87.8% of Class B |
| Total Voting Power | 51.4% of combined Class A + B voting |
| Within 60 days: Options Exercisable | 20,201,366 (19,337,230 vested as of date) |
| Within 60 days: RSUs Vesting | 211,855 |
| Hedging/Pledging | Company policy prohibits hedging, short sales, margin purchases, and pledging; applicable to officers and directors |
| Liquidity Flows (FY2025) | Shares | Value ($) |
|---|---|---|
| Options Exercised | 1,336,066 | 35,340,455 |
| RSUs Vested | 951,951 | 24,132,777 |
Employment Terms
- No employment agreement for Mr. Siebel; annual base salary $1,000,000; eligible for discretionary performance bonus .
- Change-in-control and severance economics:
- Single-trigger vest for 8/27/2020 options upon change in control while serving as CEO or Executive Chairman; estimated value $6,690,826 as of 4/30/2025 .
- Double-trigger vest for 7/2/2022, 12/22/2023, and 9/11/2024 RSUs and options upon qualifying termination in connection with change in control; estimated value $54,354,053 as of 4/30/2025; 2021, 2023, 2024 option grants were underwater as of 4/30/2025 .
- Clawback: Dodd‑Frank compliant policy adopted Nov 2023; filed as exhibit to FY2025 10‑K .
- Perquisites: Security services (company‑benefit; $600,365 FY2025) and life insurance; aircraft reimbursement policy paid approx. $1.63 million for business travel in FY2025 .
Board Governance
- Role: Chairman since 2009; CEO through Sept 2025; currently Executive Chairman .
- Independence: CEO/Chair dual role not independent; C3.ai mitigates with a Lead Independent Director (Michael G. McCaffery) empowered to set agendas, moderate executive sessions, liaise with shareholders, and serve as principal liaison between independent directors and management .
- Committees: Audit, Compensation, and Nominating committees comprised of independent directors; Mr. Siebel does not serve on these committees .
- Board attendance: Each director attended at least 75% of board and committee meetings during the last fiscal year .
Director Compensation (Siebel)
- No additional compensation for service as director; compensation reported under executive section .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking: 2025 peer group included Appian, nCino, PagerDuty, Sprinklr; removals included Alteryx and Splunk after acquisitions; broader comps included Datadog, DocuSign, MongoDB, Palantir, ServiceNow, Snowflake, Twilio, Workday, Yext .
- Say‑on‑pay results:
Year Approval 2024 Over 95% of votes cast 2025 Over 85% of votes cast
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenue ($ millions) | 183.2 | 252.8 | 266.8 | 310.6 | 389.1 |
| Net Income ($ millions) | (55.7) | (192.1) | (268.8) | (279.7) | (288.7) |
| TSR ($100 initial investment value) | 71.64 | 18.37 | 19.27 | 24.36 | 23.80 |
Key FY2025 accomplishments:
- Total revenue +25% YoY; subscription revenue +18% YoY .
- 264 agreements closed (+38% YoY), including 174 initial production deployments (+41% YoY); expanded strategic alliances with Microsoft, AWS, Google Cloud, McKinsey QuantumBlack .
- Generative AI deployments across 16 industries; revenue >100% YoY; strong federal and state/local momentum .
Related Party Transactions and Red Flags
- Aircraft reimbursement to Mr. Siebel (business use per policy): ~$1.63 million in FY2025 .
- Family employment: Mr. Siebel’s daughter employed with total compensation ~$167,335 in FY2025; equity on same terms as similarly situated employees .
- Hedging/pledging prohibited under insider trading policy for all insiders .
- No excise tax gross‑ups; change‑in‑control generally requires double‑trigger vesting, with a legacy single‑trigger on an older option grant .
Additional Equity Detail (Outstanding Awards as of 4/30/2025)
- Selected holdings include fully vested options from 2017–2020 and time‑based options/RSUs from 2021–2024; notable awards and vesting mechanics summarized below:
- 8/27/2020 option: quarterly vesting over 5 years; special change‑in‑control acceleration .
- 12/22/2023 RSU: 1/12 quarterly vest from 12/1/2023 .
- 9/11/2024 option: premium‑priced; annual thirds vest; early exercise allowed .
- 9/11/2024 RSU: 1/3 at 12 months; 1/12 quarterly thereafter .
- PRSU (12/8/2022): three tranches with stock price hurdles; second tranche overperformance achieved .
Investment Implications
- Pay‑for‑performance alignment: CEO pay highly equity‑weighted, with PRSU hurdles tied to sustained stock price averages and premium‑priced options, aligning incentives with long‑term shareholder value creation; strong shareholder support via say‑on‑pay (85%+ in 2025; 95%+ in 2024) reinforces perceived alignment .
- Retention and succession risk: The July–September 2025 CEO succession, driven by Siebel’s health considerations, transitions him to Executive Chairman and appoints Stephen Ehikian as CEO; continuity risk is mitigated by Siebel’s ongoing strategic role, but leadership transition adds near‑term execution risk as the new CEO integrates and drives growth .
- Insider supply signals: Large FY2025 option exercises ($35.3M value realized) and RSU vesting ($24.1M value realized) suggest meaningful share flow; while not necessarily implying sales, investors should monitor Form 4 activity and 10b5‑1 plans for potential selling pressure around vest dates .
- Governance and control: Siebel’s 51.4% voting power through Class B enhances strategic control; dual Chair/CEO concerns are mitigated by a robust Lead Independent Director role and independent committees, though Executive Chairman remains a non‑independent leadership position .
- Cash vs equity mix: Continued emphasis on equity and RSU bonus payments (versus cash) indicate confidence in long‑term equity value and strong retention orientation; absence of tax gross‑ups and clawback adoption reduce shareholder‑unfriendly practices .