Reid Hoffman
About Reid Hoffman
Reid Hoffman (age 57) has served as an independent director of Aurora Innovation since January 2018; his current term (Class III) expires in 2027. He co-founded LinkedIn, served as founding CEO and later Executive Chairman through its $26.2B sale to Microsoft; he joined Greylock Partners in 2009 focusing on network-effects businesses, and co-founded Inflection AI in 2022. He holds a B.S. in Symbolic Systems from Stanford and a master’s in Philosophy from Oxford as a Marshall Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LinkedIn Corporation | Co-founder; Founding CEO; Executive Chairman until acquisition by Microsoft | Pre-2016 to sale; dates not individually specified | Built leading consumer tech business; stewardship through Microsoft acquisition |
| Greylock Partners | Partner (investor) | 2009–present | Focus on products with network effects; invests in large-scale tech platforms |
| Inflection AI | Co-founder | 2022–present | AI company founding; strategic leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Microsoft Corporation | Director | Current | Large-cap public company; technology sector |
| Entrepreneur First | Director | Current | Talent-investment platform; private |
| Nauto | Director | Current | Automotive AI; private |
| Joby Aviation | Director | Prior | Advanced air mobility; public company |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside Shailen Bhatt and Gloria Boyland .
- Independence: Determined independent by the Board under Nasdaq standards (one of six independent directors; John Donahoe also independent nominee) .
- Attendance and engagement: In FY2024, Board met 4 times; Audit 4; Compensation 5; Nominating & Corporate Governance 4; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Board structure: 8 directors currently, increasing to 9 at 2025 annual meeting; classified Board with staggered three-year terms; no Lead Independent Director, with oversight via majority-independent Board and committee system .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Outside Director Compensation Policy base director fee |
| Chair fee (Nominating & Corporate Governance) | $10,000 | Paid to committee chair |
| FY2024 cash received | $70,000 | Actual fees earned |
Performance Compensation
| Award Type | FY2024 Grant-Date Fair Value | Vesting/Terms |
|---|---|---|
| Annual RSU award | $191,114 | Policy targets $225,000 annual RSUs; annual award vests by next annual meeting or one year from grant; all director awards accelerate upon change in control |
- Outstanding RSUs at 12/31/2024: 74,075 shares .
- No director option awards disclosed for FY2024; policy specifies RSUs for initial and annual awards to outside directors .
Other Directorships & Interlocks
- Current public-company board service at Microsoft may create industry knowledge advantages; Aurora’s related-party transactions did not disclose dealings with Microsoft in FY2024/FY2025 YTD, while Amazon (a >5% holder) had significant commercial relationships (cloud and purchases) .
- Related person transactions section lists transactions with Uber (Neben Holdings), Amazon, and Volpi-Cupal Family Trust; Hoffman is not named in these transactions .
Expertise & Qualifications
- Technology entrepreneurship and scale: Co-founder of LinkedIn; extensive leadership in consumer tech; podcast host and author of five books (Masters of Scale; The Startup of You; The Alliance; Blitzscaling; Impromptu) .
- Investment and network-effects expertise: Partner at Greylock since 2009 .
- AI leadership: Co-founder of Inflection AI; involvement in cutting-edge AI .
- Education: Stanford B.S. (Symbolic Systems); Oxford MPhil-equivalent master’s (Philosophy), Marshall Scholar .
Equity Ownership
| Holder/Entity | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Reid Hoffman (aggregate beneficial ownership) | 10,521,927 | 782,088 | Includes shares held directly and via entities; “*” denotes less than 1% of respective class |
| Breakdown (footnote 16) | 212,172 (direct); 5,162,315 (Reinvent Sponsor Y LLC); 1,550,646 (Reprogrammed Interchange LLC); 2,848,000 Class A underlying private placement warrants (Reprogrammed Interchange LLC); 674,719 (Programmable Exchange LLC); 74,075 RSUs vesting within 60 days; 782,088 Class B (Thigmotropism LLC) | 782,088 | Hoffman has voting/investment power over affiliated entities listed . |
- Pledging/hedging: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of Aurora securities by directors and employees .
Governance Assessment
- Independence and oversight: Hoffman is independent and chairs the Nominating & Corporate Governance Committee, signaling strong governance involvement in director selection and board evaluations .
- Engagement: FY2024 Board/committee cadence and attendance thresholds were met; his committee met four times, consistent with active governance oversight .
- Compensation alignment: Director pay is equity-heavy (policy target $225k RSUs annually vs $60k base cash + $10k chair), promoting long-term alignment; FY2024 RSU fair value was $191,114 with $70,000 cash fees .
- Ownership skin-in-the-game: Significant beneficial ownership via multiple entities and RSUs, though percentage of Class A and Class B is below 1% overall; the structure includes private placement warrants, which investors should monitor for exercise/overhang dynamics .
- Related-party exposure: No Hoffman-specific related person transactions disclosed; material transactions with Amazon and Uber are governed by audit committee review and a formal policy to mitigate conflicts (fair terms, independence considerations) .
- Shareholder signals: Say-on-Pay support exceeded 96% at the 2024 annual meeting, indicating general investor confidence in compensation governance; frequency set to annual with next Say-on-Pay in 2026 .
RED FLAGS
- Warrant holdings and affiliated entities (Reprogrammed Interchange LLC; Reinvent Sponsor Y LLC; Thigmotropism LLC) introduce structural complexity and potential perception risks around future share issuance if warrants are exercised; monitor disclosures for exercises or transfers .
- Aurora’s policy prohibits pledging/hedging, reducing alignment risks; no Hoffman-specific exceptions disclosed .
Mitigants
- Formal related-party transaction policy and audit committee pre-approval processes address conflicts (fairness, independence), and independence reaffirmed under Nasdaq standards .
Appendix: Board and Committee Activity (FY2024)
| Body | Meetings (FY2024) |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 4 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 4 |