Shailen Bhatt
About Shailen Bhatt
Shailen Bhatt, age 49, joined Aurora Innovation’s board in December 2024 and serves in Class II with his current term expiring in 2026. He is an experienced transportation executive, currently Senior Vice President and Chief Operating Officer at AtkinsRéalis (U.S. and Latin America) since September 2024; prior roles include Administrator of the Federal Highway Administration (Jan 2023–Sep 2024), Senior Vice President at AECOM (Aug 2021–Dec 2022), and President & CEO of the Intelligent Transportation Society of America (Dec 2017–Jul 2021). He holds a B.A. in Economics from Western Kentucky University and previously served on Aurora’s Safety Advisory Board. Aurora’s board has determined Mr. Bhatt is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Highway Administration (U.S. DOT) | Administrator | Jan 2023 – Sep 2024 | Led national highway policy and safety initiatives (as disclosed) |
| AECOM | Senior Vice President | Aug 2021 – Dec 2022 | Infrastructure consulting leadership |
| Intelligent Transportation Society of America | President & CEO | Dec 2017 – Jul 2021 | Industry leadership; advanced intelligent transportation initiatives |
| Colorado Department of Transportation | Leadership positions | Not specified | State DOT leadership experience |
| Delaware Department of Transportation | Leadership positions | Not specified | State DOT leadership experience |
| Kentucky Transportation Cabinet | Leadership positions | Not specified | State transportation leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AtkinsRéalis (engineering, procurement and construction services) | Senior Vice President & Chief Operating Officer (U.S. & LatAm) | Since Sep 2024 | Current operating executive role |
| Aurora Innovation | Safety Advisory Board | Previously served | Prior advisory relationship to company |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; joined February 3, 2025. Reid Hoffman (Chair), Shailen Bhatt, Gloria Boyland; committee meets Nasdaq independence requirements.
- Independence: Board determined Bhatt is an independent director under Nasdaq standards.
- Board classification: Class II director; director since Dec 2024; current term expires 2026; age 49 as of March 24, 2025.
- Attendance: In FY 2024 the board met 4 times; Audit 4; Compensation 5; Nominating & Corporate Governance 4. Each director attended at least 75% of board and applicable committee meetings during the period served.
- Executive sessions: Non‑employee directors meet in executive session periodically, consistent with Nasdaq rules.
Fixed Compensation
| Item | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $163 | FY 2024; Bhatt joined the board on Dec 31, 2024 |
| Stock Awards ($) | $203,213 | FY 2024 aggregate grant‑date fair value (RSUs) per FASB ASC 718 |
| Total ($) | $203,376 | FY 2024 |
Outside Director Compensation Policy (structure):
| Position | Annual Cash Retainer ($) | Chair Fees ($) | Notes |
|---|---|---|---|
| Non‑Employee Director | 60,000 | Audit Chair 25,000; Compensation Chair 20,000; Nominating & Governance Chair 10,000 | Cash retainer plus equity grants |
Performance Compensation
| Award Type | Value | Vesting Schedule | Change‑in‑Control Treatment | Performance Metrics |
|---|---|---|---|---|
| Initial RSU (upon first becoming director) | $225,000 | Vests in equal annual installments over three years (service‑based) | All awards accelerate and vest upon change in control | Policy describes service‑based vesting; no performance metrics referenced |
| Annual RSU (each annual meeting) | $225,000 | Vests on earlier of one year from grant or next annual meeting (service‑based) | All awards accelerate and vest upon change in control | Policy describes service‑based vesting; no performance metrics referenced |
Note: Aurora’s director equity awards are time‑based RSUs; the policy does not reference performance conditions for director grants.
Other Directorships & Interlocks
- Public company directorships: No other public company board roles for Bhatt are disclosed in Aurora’s 2025 proxy biography.
- Committee roles at AUR: Member, Nominating & Corporate Governance Committee (joined Feb 3, 2025).
- Compensation consultant independence: Semler Brossy advises the Compensation Committee; determined independent and not a conflict of interest (context for board compensation governance).
Expertise & Qualifications
- Transportation industry leadership across federal (FHWA Administrator) and private/industry roles (AECOM, ITS America).
- Current COO of a major EPC firm (AtkinsRéalis), providing large‑scale operations and infrastructure expertise.
- Economics degree (Western Kentucky University).
- Prior service on Aurora’s Safety Advisory Board, indicating domain familiarity with autonomous safety.
- Board‑designated independent director.
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Shares beneficially owned (Class A) | — (not listed) | As of March 24, 2025 (beneficial ownership table) |
| Shares beneficially owned (Class B) | — (not listed) | As of March 24, 2025 (beneficial ownership table) |
| Outstanding stock awards (RSUs) | 32,256 shares underlying outstanding stock awards | As of Dec 31, 2024 (non‑employee directors) |
| Hedging/Pledging | Prohibited under insider trading policy | Policy prohibits short sales, derivatives, hedging, pledging, margin accounts for directors/officers/employees |
Governance Assessment
- Alignment and independence: Bhatt is an independent director with deep transportation operations expertise; his addition to the Nominating & Corporate Governance Committee (Feb 3, 2025) strengthens board oversight of governance processes.
- Engagement: Company disclosed that each director met at least 75% attendance in FY 2024, with defined board/committee meeting frequencies; Bhatt joined at year‑end 2024 and is now active on a standing committee.
- Incentives and ownership: 2024 compensation reflects pro‑rated cash ($163) and RSUs ($203,213) due to year‑end appointment; outstanding RSUs (32,256) provide equity exposure. AUR prohibits hedging/pledging, which supports alignment with shareholders.
- Change‑in‑control terms: Director RSUs accelerate and vest upon change‑in‑control (single‑trigger for directors), which can be shareholder‑unfriendly relative to double‑trigger market norms; however, the policy is disclosed and consistent across non‑employee directors.
- Conflicts/related‑party exposure: No related‑person transactions are disclosed involving Bhatt; AUR maintains a formal related‑party transactions policy overseen by the Audit Committee. Monitor for any potential interactions between Aurora and AtkinsRéalis given Bhatt’s COO role; currently, no transactions are disclosed.
- Compliance signals: Company states directors and officers complied with Section 16(a) filing requirements in 2024, with one late Form 4 by Uber (greater than 10% holder) noted; no director‑specific delinquencies identified.
RED FLAGS to monitor:
- Single‑trigger acceleration of director RSUs upon change‑in‑control (potentially misaligns incentives in sale scenarios).
- Potential interlock risk if any future business dealings arise between Aurora and AtkinsRéalis; none disclosed to date, but ongoing oversight recommended via the related‑party policy.