Claire D’Oyly-Hughes Johnson
About Claire D’Oyly-Hughes Johnson
Claire D’Oyly-Hughes Johnson (age 52) has served as an independent director of Aurora Innovation, Inc. since January 2022 and is a Class III director with a current term expiring in 2027. She is currently a corporate officer and advisor at Stripe, and previously served as Stripe’s Chief Operating Officer (2014–2021). Prior roles include ten years at Google leading business teams (Gmail/Google Apps launch and operations; AdWords mid-market revenue; Google Offers; and operations/product teams for Google’s self-driving car project). She holds a B.A. in English and American Literature from Brown University and an MBA from Yale School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stripe | Corporate officer and advisor; formerly COO | Advisor: current; COO: Oct 2014–Apr 2021 | Scaled from <200 to >6,000 employees; grew revenue from tens of millions to billions |
| Various leadership roles | ~10 years (pre-2014) | Led Gmail/Google Apps launch & operations; AdWords mid-market revenue; Google Offers; ops/product for self-driving car project |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| HubSpot | Director | Public | Not disclosed in proxy |
| Ameresco | Director | Public | Not disclosed in proxy |
| The Atlantic | Director | Private | Not disclosed in proxy |
| Milton Academy | Trustee and President of the Board | Non-profit | Not disclosed in proxy |
| Brown University Corporation | Member | Non-profit | Not disclosed in proxy |
Board Governance
- Independence: Determined independent under Nasdaq listing standards .
- Committees: Audit Committee member; Compensation Committee member .
- Committee chairs: Audit chaired by Brittany Bagley; Compensation chaired by Michelangelo Volpi .
- Attendance: In FY2024, each director attended at least 75% of board and applicable committee meetings; five of eight directors attended the 2024 annual meeting .
- Lead Independent Director: None currently; board cites majority-independent composition and committee structure for oversight .
- Executive sessions: Non-employee directors hold periodic executive sessions without management, per corporate governance guidelines .
- Related-party review: Audit Committee reviews/approves related person transactions under written policy; pre-approvals for certain limited cases (e.g., when related person is a non-executive employee/director of another company and amounts are below thresholds) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Outside Director Compensation Policy base fee |
| Committee chair fees | $0 | Not a chair; chair fees: Audit $25k, Comp $20k, Nominating $10k |
| Meeting fees | Not disclosed | No meeting fees disclosed |
Performance Compensation
| Equity Element | Value/Count | Vesting | Notes |
|---|---|---|---|
| Annual RSU award (policy) | $225,000 value per annual meeting | Vests by next annual meeting or one year (earlier of) | Accelerates upon change in control |
| FY2024 Stock Awards (grant date fair value) | $191,114 | Per award terms | Reflected in director compensation table |
| Initial RSU award (policy) | $225,000 value | Vests annually over 3 years | Accelerates upon change in control |
| Outstanding stock awards (12/31/2024) | 88,221 shares | As granted | Count of RSUs outstanding at year-end |
No performance metrics (TSR/EBITDA/revenue) are used for director equity awards; awards are time-based RSUs under the Outside Director Compensation Policy .
Director Compensation (FY2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 |
| Stock Awards ($) | $191,114 |
| Total ($) | $251,114 |
Other Directorships & Interlocks
- Public company boards: HubSpot and Ameresco .
- Interlocks/related party exposure: Proxy does not disclose transactions between Aurora and entities where Ms. Johnson holds roles; related person transactions section lists items for other insiders but none for Ms. Johnson .
Expertise & Qualifications
- Operational scale-up, GTM and multi-function leadership (ops, sales, marketing, customer support, people functions) from Stripe tenure .
- Technology product and business leadership from Google (Gmail/Apps, AdWords mid-market, Google Offers; self-driving operations/product) .
- Education: B.A. Brown University; MBA Yale SOM .
- Board experience across technology, energy, media, and education .
Equity Ownership
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 3/24/2025 | 328,684 shares (<1%) | Includes RSUs vesting within 60 days; less than 1% indicated by “*” |
| Composition of beneficial ownership | 3/24/2025 | 254,609 shares owned; 74,075 RSUs vesting within 60 days | Footnote detail |
| Outstanding director stock awards | 12/31/2024 | 88,221 shares | RSUs outstanding at year-end |
| Hedging/Pledging | Policy | Prohibited for directors and employees (short sales, options/derivatives, hedges, pledging, margin accounts) | Insider trading policy |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) indicating substantive oversight roles . Time-based equity with change-in-control acceleration consistent with market norms; cash-equity mix favors equity (~76% equity in FY2024) supporting alignment . Board-wide attendance thresholds met; periodic executive sessions bolster independence and oversight . Hedging/pledging prohibitions reduce misalignment risk .
- Watch items: No lead independent director, though board cites majority independence and strong committee system . FY2024 director equity grant fair value below policy value ($191,114 vs $225,000) without further explanation in proxy; monitor equity calibration practices at upcoming annual meeting .
- Conflicts/Related-party: No related-person transactions disclosed for Ms. Johnson; Aurora’s Audit Committee retains oversight with a formal policy .