John Donahoe
About John Donahoe
John Donahoe (age 64 as of March 24, 2025) was nominated and subsequently elected as a Class I director of Aurora Innovation, Inc. (AUR) at the May 22, 2025 annual meeting, with his term running to the 2028 annual meeting . He is the former President and CEO of Nike, Inc. (Jan 2020–Oct 2024), and previously served as CEO of ServiceNow (2017–2019), CEO of eBay (2008–2015), and CEO & Worldwide Managing Director of Bain & Company (1999–2005). He holds a BA in Economics from Dartmouth College and an MBA from the Stanford Graduate School of Business . The Board has affirmatively determined Donahoe is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | President & CEO | Jan 2020–Oct 2024 | Led global athletic apparel company |
| ServiceNow | Chief Executive Officer | 2017–2019 | Enterprise SaaS/workflow automation leadership |
| eBay | Chief Executive Officer | 2008–2015 | Scaled global e‑commerce marketplace |
| Bain & Company | CEO & Worldwide Managing Director | 1999–2005 | Managed top-tier consulting firm |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Nike, Inc. | Director | Jun 2014–Oct 2024 | Board service preceding CEO role |
| PayPal Holdings, Inc. | Director | Jul 2015–Jul 2024 | Payments; post‑eBay spin participation |
| ServiceNow | Director | Apr 2017–Jun 2020 | IT service management; workflow |
| Intel Corporation | Director | Mar 2009–May 2017 | Semiconductors; technology oversight |
Board Governance
- Class I director elected May 22, 2025; AUR’s board increased to nine seats contemporaneous with his nomination/election .
- Independence: Board determined Donahoe is independent under Nasdaq rules .
- Committee assignments: As of the 2025 proxy, audit (Bagley, Johnson, Boyland), compensation (Volpi, Bagley, Johnson), and nominating & corporate governance (Hoffman, Bhatt, Boyland) did not include Donahoe; no committee assignment disclosed for him at that time .
- Board leadership: CEO Chris Urmson serves as Chair; the board does not currently have a Lead Independent Director, with oversight managed via independent committees .
- Attendance and engagement: In 2024, the board met 4 times; each then‑serving director attended at least 75% of board/committee meetings; five directors attended the 2024 annual meeting. Donahoe was not yet on the board in 2024 .
- Executive sessions: Non‑employee and independent directors meet periodically in executive session without management .
2025 Election Results (Confidence Signal)
| Nominee | For Votes | Withheld | Broker Non‑Votes |
|---|---|---|---|
| John Donahoe | 3,836,967,521 | 8,002,783 | 407,828,386 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Base director fee |
| Audit Committee Chair fee | $25,000 | Additional to base |
| Compensation Committee Chair fee | $20,000 | Additional to base |
| Nominating & Corporate Governance Chair fee | $10,000 | Additional to base |
Performance Compensation (Director)
| Equity Component | Grant Value | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|
| Initial RSU award upon first becoming a director | $225,000 | Vests annually over 3 years, subject to service | Accelerates and vests upon a change in control |
| Annual RSU award (each annual meeting) | $225,000 | Vests at earlier of 1 year or next annual meeting, subject to service | Accelerates and vests upon a change in control |
Note: The Outside Director Compensation Policy defines the program; the proxy does not disclose an individual grant to Donahoe beyond policy terms .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | Prior: Nike (2014–2024), PayPal (2015–2024), ServiceNow (2017–2020), Intel (2009–2017) |
| Interlocks/potential conflicts | No interlocks with AUR’s disclosed board committees; independence affirmed by AUR’s board . Uber is a major holder of AUR through Neben Holdings, and ex‑Uber CEO Dara Khosrowshahi resigned from AUR’s board on Dec 31, 2024; no disclosed Donahoe ties to Uber . |
Expertise & Qualifications
- Senior leadership across consumer, enterprise software, and consulting (Nike, ServiceNow, eBay, Bain), providing strategy, scaling, and operational expertise relevant to AUR’s commercialization phase .
- Academic credentials include Dartmouth BA in Economics and Stanford GSB MBA, aligning with financial and strategic oversight competencies .
- Board determined he brings extensive experience in senior leadership positions at technology and other companies .
Equity Ownership (Skin‑in‑the‑Game)
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| John Donahoe | Not disclosed as beneficial owner as of March 24, 2025 | Not disclosed as beneficial owner as of March 24, 2025 | Beneficial ownership table shows no holdings for Donahoe |
| Hedging/pledging | Company policy prohibits hedging, pledging, short sales, and margin accounts for directors and employees |
Say‑on‑Pay & Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay support | Over 96% approval (excluding broker non‑votes), per 2024 annual meeting disclosure |
| 2025 Say‑on‑Pay vote | For: 3,827,717,867; Against: 13,196,756; Abstain: 4,055,681; Broker non‑votes: 407,828,386 |
Compensation Committee Analysis (Structure & Independence)
- Composition: Volpi (Chair), Bagley, Johnson; all independent and non‑employee directors .
- Use of independent consultant: Semler Brossy engaged; committee determined no conflicts of interest .
- Practices: Annual review of pay, emphasis on pay‑for‑performance; double‑trigger CIC arrangements for executives; clawback policy aligned with SEC rules for incentive‑based pay .
Governance Assessment
- Independence and experience: Donahoe adds seasoned CEO perspective and is affirmed independent—supportive for board effectiveness during AUR’s driverless commercialization .
- Investor confidence: Extremely strong election support (3.837B for vs. 8.0M withheld) and robust Say‑on‑Pay approvals signal broad shareholder alignment with governance and compensation frameworks .
- Committee roles: No committee assignment disclosed for Donahoe in the proxy; monitoring post‑election committee placements is warranted to assess direct oversight contributions .
- Conflicts/RED FLAGS: No related‑party items disclosed for Donahoe; hedging/pledging prohibited by policy; AUR currently lacks a Lead Independent Director—an oversight consideration mitigated by majority‑independent board and committee structures .