Michelangelo Volpi
About Michelangelo Volpi
Independent Class II director at Aurora Innovation (AUR), age 58, serving since January 2018; current term expires at the 2026 annual meeting . Volpi is a long-time venture investor and former Cisco senior executive with deep software infrastructure and AI expertise; he is Partner at Index Ventures (since July 2009) and, as of January 2025, General Partner at Hanabi Capital . Education: B.S. Mechanical Engineering and M.S. Manufacturing Systems Engineering (Stanford), MBA (Stanford GSB) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | Chief Strategy Officer; SVP/GM Routing Business | Prior to Index; managed >$10B P&L; led >70 acquisitions | Strategy/M&A leadership, large-scale P&L experience |
| Index Ventures | Partner (helped establish SF office) | Since July 2009 | Focus on software infrastructure and AI investments |
| Hanabi Capital | General Partner | Since Jan 2025 | VC leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Confluent, Inc. | Director | Current | Public company board |
| Ferrari N.V. | Director | Current | Public company board |
| Cockroach Labs, Cohere, Hebbia, Kong, Wealthfront | Director | Current | Private company boards |
| Stanford Health Care | Director | Current | Non-profit/healthcare board |
| Elastic N.V., Zuora, Inc., Stellantis N.V. (f/k/a FCA N.V.) | Director | Former | Prior public boards |
Board Governance
- Independence: Board determined Volpi is independent under Nasdaq standards; one of six independent directors (of eight; nine upon 2025 expansion) .
- Committees: Compensation Committee Chair; also serves on the Compensation Committee (members: Volpi (Chair), Brittany Bagley, Claire D’Oyly‑Hughes Johnson). Each member meets SEC/Nasdaq independence and is a Rule 16b‑3 non-employee director .
- Committee interlocks: None; no executive officer interlocks disclosed for 2024 .
- Meetings/attendance: 2024 meetings—Board (4), Audit (4), Compensation (5), Nominating & Governance (4); each director attended at least 75% of applicable meetings .
- Board leadership: CEO Chris Urmson serves as Chair; no Lead Independent Director; oversight via independent-majority board and committee structure .
- Executive sessions: Non‑employee (and independent) directors meet in executive session periodically per guidelines .
- Hedging/pledging: Prohibited for directors under insider trading policy .
- Clawback: Company has a Dodd‑Frank compliant compensation recovery policy .
Fixed Compensation
| Component | Policy Amount | 2024 Actual for Volpi |
|---|---|---|
| Annual cash retainer (base director fee) | $60,000 | Declined compensation under Outside Director Compensation Policy |
| Committee chair fee – Compensation | $20,000 | Declined |
| Committee chair fee – Audit | $25,000 (if applicable) | N/A |
| Committee chair fee – Nominating & Governance | $10,000 (if applicable) | N/A |
Director compensation structure = cash retainer + committee chair fees; Volpi declined 2024 director compensation, signaling alignment but also reducing straightforward pay transparency .
Performance Compensation
| Component | Policy/Terms | 2024 Actual for Volpi |
|---|---|---|
| Initial RSU award (new outside director) | $225,000 RSUs; 3-year annual vesting; service-based; change‑in‑control acceleration | Declined |
| Annual RSU award (each annual meeting) | $225,000 RSUs; vest on earlier of 1-year or next annual meeting; service-based; change‑in‑control acceleration | Declined |
No director performance metrics (e.g., financial/ESG hurdles) are specified for director equity; director awards are time-vested service RSUs per policy . Compensation Committee uses independent advisor Semler Brossy; committee deemed independent, with no consultant conflicts of interest .
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock Risk |
|---|---|---|
| Index Ventures (entities affiliated) | Significant shareholder in AUR (10.8% of Class B; 7.7% voting power) | Volpi is a Partner at Index Ventures; Board nevertheless determined his independence; potential perception risk due to significant shareholder affiliation |
| AUR counterparties (Amazon, Uber) | 5%+ holders and/or material counterparties | No disclosed Volpi board role at these entities; related‑party transactions overseen by policies/audit committee |
Compensation Committee interlocks: none reported .
Expertise & Qualifications
- Software infrastructure and AI investing/operator expertise; former Cisco CSO/SVP with >$10B P&L responsibility and 70+ M&A deals .
- Public company governance across multiple industries (technology, automotive) including Confluent and Ferrari N.V. .
- Academic credentials (Stanford engineering and MBA) .
These skills are directly relevant to AUR’s autonomous systems strategy, capital allocation, and executive incentive design.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class | Form/Notes |
|---|---|---|---|---|
| Michelangelo Volpi | 1,851,851 | — | <1% of Class A; voting power not separately disclosed (de minimis) | Held by Volpi‑Cupal Family Trust UDT 4/5/00; Volpi disclaims beneficial ownership beyond pecuniary interest |
| Outstanding AUR director stock awards (as of 12/31/24) | — | — | — | No outstanding stock awards listed for Volpi; others shown, but not Volpi |
| Pledging/Hedging | — | — | — | Prohibited by policy |
Insider Trades
| Date | Type | Shares | Price | Vehicle/Notes |
|---|---|---|---|---|
| Jul 25, 2023 (trade date Jul 18, 2023 PIPE) | Acquisition (Form 4 code “A”) | 1,851,851 | $2.70 | Subscription by Volpi‑Cupal Family Trust in 2023 PIPE; EDGAR link and related transaction disclosed in proxy |
Related-Party Exposure (Conflicts)
- Family employment: Volpi’s son (Marco Volpi) was an AUR employee from March 2022 to January 2025; in 2024 he received salary of ~$155,931, 9,143 RSUs (grant date fair value $20,115) and 9,143 options (grant date fair value $10,962); he had a $19,344 target bonus under the 2024‑2025 program but left Jan 3, 2025 and was ineligible for payout .
- Equity financing participation: Volpi‑Cupal Family Trust subscribed for 1,851,851 Class A shares in the July 2023 PIPE at $2.70 per share .
- Related‑party policy and oversight: Audit Committee reviews/approves related‑party transactions under a written policy with fairness and independence criteria .
Director Compensation Structure Analysis
- Cash/equity mix: Standard market structure (cash + time‑vested RSUs), but Volpi declined both cash and equity in 2024, reducing direct pay and increasing alignment via personal ownership .
- Change‑in‑control: Director RSUs accelerate on change in control (shareholder‑friendly clarity, but could be viewed as a modest entrenchment risk if award values become large; N/A for Volpi in 2024 given he declined awards) .
- Consultant independence: Semler Brossy deemed independent; no conflicts disclosed .
- Shareholder sentiment: Say‑on‑Pay support in 2024 exceeded 96%, indicating broad confidence in compensation governance (executive comp context) .
Governance Assessment
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Strengths
- Independent status affirmed; chairs Compensation Committee; active committee cadence (5 meetings in 2024) .
- Declined 2024 director compensation, signaling ownership alignment and sensitivity to dilution/cash spend .
- Deep relevant expertise (AI/software infra, large‑scale M&A and P&L) and current public board roles (Confluent, Ferrari) that enhance oversight of AUR’s commercialization and partnership strategy .
- Strong governance framework: hedging/pledging prohibitions, clawback policy, related‑party review policy .
-
Potential RED FLAGS / Watch Items
- Significant shareholder affiliation: Volpi is a Partner at Index Ventures; Index‑affiliated entities are major AUR holders (10.8% of Class B; 7.7% voting power). Board concluded independence, but investors may scrutinize potential perceived influence or alignment with a large shareholder .
- Family employment tie: Son’s prior employment and equity awards present a related‑party optic; amounts are modest and disclosure/oversight appear appropriate; son departed Jan 2025 .
- No Lead Independent Director on a combined Chair/CEO board; reliance on independent committees mitigates but investors may prefer a designated lead independent .
Overall, Volpi’s compensation restraint, sector expertise, and independent committee leadership support board effectiveness; transparency around the Index Ventures relationship and family employment—together with robust related‑party governance—helps mitigate perceived conflicts.
Supporting Disclosures
- Board composition, classes, term, age, independence, committees, meetings/attendance: .
- Volpi biography, roles, boards, education: .
- Director compensation policy and 2024 director pay table (Volpi declined): .
- Hedging/pledging prohibition and clawback: .
- Say‑on‑Pay support: .
- Beneficial ownership (Volpi and Index): .
- Related‑party transactions (Marco Volpi employment; Volpi‑Cupal trust PIPE subscription) and policy: .
- Insider trade (Form 4): .