Gloria Boyland
About Gloria Boyland
Gloria Boyland, age 64 as of March 24, 2025, has served on Aurora Innovation’s board since March 2023 (Class II, current term expires 2026). She is a retired FedEx senior executive with deep operations and logistics expertise; prior roles include GE leadership and earlier legal counsel at AXA. She holds a B.A. (Eckerd College), J.D. (University of Pennsylvania), and MBA (Duke Fuqua), and was appointed to the U.S. Department of Transportation’s Advisory Committee on Automation in Transportation in 2016; she also served as a strategic advisor to Aurora in 2020–2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | Corporate Vice President, Operations & Service Support; Vice President, Service Experience Leadership | 2004–2020 (VP roles beginning in 2016) | Led operations research; initiatives in electromobility, network/fleet automation; customer experience; new service offerings |
| General Electric Company | General Manager, Fleet Management Services (GE Fleet); Six Sigma Enterprise Quality Leader (GE Auto Finance Services) | 1992–2004 | Leadership in fleet management and enterprise quality programs |
| AXA Financial | Legal Counsel | 1986–1992 | Corporate legal counsel responsibilities |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vontier Corporation | Director | Current | Public company directorship |
| United Natural Foods, Inc. (UNFI) | Director | Current | Public company directorship |
| Chesapeake Energy Corporation | Director | Prior | Former public company directorship |
| UMRF Ventures, Inc. | Director | Prior | Former board service (private/non-profit) |
| U.S. DOT Advisory Committee on Automation in Transportation | Member | Appointed 2016 | Federal advisory role on transportation automation |
| Aurora Innovation, Inc. | Strategic Advisor | 2020–2021 | Advisory engagement prior to joining the board |
Board Governance
- Board class and term: Class II director; term through 2026 .
- Committee memberships: Audit Committee member (chair: Brittany Bagley); Nominating & Corporate Governance Committee member (chair: Reid Hoffman). Not a member of the Compensation Committee .
- Independence: The board determined Ms. Boyland is an independent director under Nasdaq rules; no family relationships among directors/officers .
- Attendance and engagement: In FY2024, the board met 4 times; audit 4; compensation 5; nominating 4. Each director attended at least 75% of aggregate board and committee meetings during service periods .
- Executive sessions: Non-employee (and independent) directors meet in executive session periodically per corporate governance guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (base) | $60,000 | Standard outside director cash fee |
| Committee chair fees | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $10,000 | Applies only to chairs; Boyland is not a chair |
| FY2024 fees earned (Boyland) | $60,000 | As disclosed in director compensation table |
| FY2024 stock awards (Boyland) | $191,114 | Aggregate grant-date fair value of RSUs (FASB ASC 718) |
| FY2024 total (Boyland) | $251,114 | Cash plus equity for 2024 |
Performance Compensation
| Award Type | Standard Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU Award (on joining board) | $225,000 | Vests annually in equal installments over 3 years, subject to continued service | All awards accelerate and vest upon a change in control |
| Annual RSU Award (each AGM) | $225,000 | Vests on earlier of 1 year post-grant or next annual meeting, subject to continued service | All awards accelerate and vest upon a change in control |
Note: The Outside Director Compensation Policy uses time-based RSUs for non-employee directors; no performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director awards .
Other Directorships & Interlocks
| Company | Relationship to Aurora | Potential Interlock/Conflict Notes |
|---|---|---|
| Vontier Corporation | None disclosed in proxy | No related-party transactions disclosed; general related party policy overseen by Audit Committee |
| United Natural Foods, Inc. | None disclosed in proxy | No related-party transactions disclosed; general related party policy applies |
| Chesapeake Energy (prior) | None disclosed in proxy | Historical board service; no Aurora transactions disclosed |
Expertise & Qualifications
- Transportation, logistics, and operations research leadership (FedEx); initiatives in electrification and automation, supporting Aurora’s domain .
- Fleet management and enterprise quality (GE) and legal training (AXA), enhancing governance and risk oversight perspective .
- Meets Nasdaq audit committee independence and financial literacy requirements as an Audit Committee member .
- Education: B.A. (Psychology & Business), J.D., MBA (Eckerd; UPenn; Duke Fuqua) .
- Public board experience across industrial and distribution sectors; federal advisory committee role on transportation automation .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned (as of Mar 24, 2025) | 298,549 | Represents less than 1% of Class A; table denotes “*” |
| Outstanding stock awards (RSUs) as of Dec 31, 2024 | 166,270 | Non-employee director outstanding stock awards |
| Pledging/Hedging status | Prohibited under insider trading policy | Short sales, derivative hedging, and pledging are prohibited for directors |
Governance Assessment
- Strengths: Dual committee service (Audit and Nominating & Governance) supports board oversight and refreshment; independence affirmed by the board under Nasdaq standards . High engagement indicated by board/committee meeting cadence and directors’ ≥75% attendance threshold .
- Alignment: Majority of Boyland’s FY2024 compensation was equity-based ($191,114 RSUs vs. $60,000 cash), consistent with long-term alignment for non-employee directors .
- Compensation governance: Independent compensation consultant (Semler Brossy) engaged by the Compensation Committee and assessed as independent; no compensation committee interlocks reported in 2024—good governance signals .
- Policy safeguards: Prohibitions on hedging/pledging and a company clawback policy (for executive incentive compensation) mitigate misalignment risks; audit committee independently oversees related-party transactions .
- Say-on-Pay sentiment: 2024 say‑on‑pay approval exceeded 96%, indicating broad investor support for compensation practices (primarily NEOs, but relevant to overall governance climate) .
- Potential watch items:
- Change‑in‑control acceleration for director RSUs could be viewed as a softer alignment feature versus continued service; common but noted for governance scrutiny .
- Prior advisory engagement with Aurora (2020–2021) is a historical relationship; the board considered relationships in its independence review and determined independence .
Overall: Boyland brings relevant domain expertise and committee capacity; independence, equity-heavy pay mix, and policy safeguards support investor confidence. No related-party transactions involving Boyland are disclosed; continued monitoring of interlocks and change‑in‑control terms is prudent .