Shelley Webb
About Shelley Webb
Shelley Webb, 43, has served as Aurora Innovation’s Chief Legal Officer and Secretary since February 2025; she holds a B.A. in Economics and Government from the University of Virginia and a J.D. from Stanford Law School . Aurora’s 2024 Say‑on‑Pay received over 96% approval, signaling broad shareholder support for executive pay design . For performance context, the company’s Pay vs Performance disclosure shows multi‑year TSR and net income trends below.
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of an initial $100 investment (TSR) | $117.29 | $12.60 | $45.52 | $65.63 |
| Net Income ($ Millions) | ($755) | ($1,723) | ($796) | ($748) |
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| PagerDuty, Inc. | Chief Legal & People Officer | Apr 2024 – Feb 2025 | Senior legal and HR leadership at a public SaaS company |
| PagerDuty, Inc. | General Counsel & Chief Legal Officer | Apr 2022 – Apr 2024 | Led corporate legal function |
| Intel Corporation | VP & Group General Counsel (PC business); Associate GC roles | Sep 2013 – Apr 2022 | Product assurance/security legal; antitrust/commercial litigation leadership |
| Williams & Connolly | Litigator | Early career | Complex litigation training at leading law firm |
External Roles
| Organization | Role | Years |
|---|---|---|
| Stanford Law School | Board of Visitors (member) | Current |
Fixed Compensation
- Individual base salary and target bonus for Webb were not disclosed in the 2025 DEF 14A, which reports compensation for named executive officers (NEOs) only; Webb is listed as an executive officer but not as an NEO in 2024 disclosures .
Performance Compensation
- Incentive structure (framework): The 2024–2025 Incentive Compensation Program for NEOs was approved in February 2024 with targets and metrics tied to key milestones and corporate strategic objectives; payouts for 2024 performance were structured to be delivered in RSUs using a share‑price conversion formula (lower of the 20‑day average ending Jan 2, 2025 or Apr 15, 2025 close) .
- Company‑selected measure: The Pay vs Performance disclosure states the company does not have a “company‑selected measure” because NEO compensation is not linked to other financial performance measures for purposes of Item 402(v) .
- Clawback: Aurora adopted a Dodd‑Frank–compliant compensation recovery (clawback) policy for incentive‑based pay tied to financial reporting measures in the event of an accounting restatement (look‑back three years) .
- No 280G/4999 tax gross‑ups: Aurora states it has not provided excise tax gross‑ups for change‑in‑control payments .
| Program element | Design details | Evidence |
|---|---|---|
| Bonus program | Targets and metrics based on milestones and strategic objectives; committee oversight | |
| 2024 payout settlement | Shifted to RSUs; share count based on lower of specified Jan/Apr 2025 price references | |
| Clawback | Restatement‑based recovery of incentive pay (3‑year look‑back) | |
| Tax gross‑ups | No excise tax gross‑ups (280G/4999) |
Note: The proxy does not specify Webb’s personal incentive targets, metrics, or payouts; such details were disclosed for NEOs only .
Equity Ownership & Alignment
- Beneficial ownership: The proxy’s ownership table lists beneficial holdings for greater‑than‑5% holders, directors, and NEOs; it does not provide an individual line for Webb (not a 2024 NEO) .
- Hedging/pledging: Directors and employees (including executive officers) are prohibited from hedging, holding in margin accounts, or pledging Aurora stock; pre‑clearance and blackout windows apply under the insider trading policy .
- Award types and vesting norms (for NEOs, indicative of company practice): 2024 refresh RSUs vest in equal quarterly installments over four years from a February 20, 2024 vesting commencement date; stock options vest in equal monthly installments over four years from the same commencement date . Additional schedules disclosed include monthly 1/48 for certain option grants and quarterly 1/8 or 1/16 patterns for RSUs (award‑specific) .
| Alignment factor | Status / policy | Evidence |
|---|---|---|
| Individual ownership (Webb) | Not individually disclosed in proxy (ownership table covers NEOs/directors) | |
| Hedging/derivatives | Prohibited | |
| Pledging/margin | Prohibited | |
| Trading controls | Pre‑clearance and blackout periods required | |
| Typical RSU vesting | Equal quarterly installments over 4 years (2024 refresh awards) | |
| Typical option vesting | Equal monthly installments over 4 years (2024 refresh awards) |
Employment Terms
- Change‑in‑Control and Severance Policy (participants designated by the compensation committee; NEOs included):
- Outside CIC: Six months of salary continuation and up to six months of COBRA premium payments, subject to a release .
- Double trigger (CIC + qualifying termination within the CIC period): Lump‑sum cash equal to 100% of annual base salary, lump‑sum target bonus prorated for months worked, up to 12 months of COBRA premiums, and 100% acceleration of unvested time‑based equity, subject to a release .
- Term: Three years with auto‑renewal for one‑year periods unless non‑renewed by the company .
- Governance features: Double‑trigger vesting upon CIC; Dodd‑Frank‑compliant clawback; no excise tax gross‑ups .
| Termination scenario | Cash severance | Health benefits | Equity treatment | Notes |
|---|---|---|---|---|
| Without cause / Good reason (outside CIC) | 6 months base salary (salary continuation) | COBRA premiums up to 6 months | None specified | Release required; participants designated by committee |
| Double trigger (CIC period + qualifying termination) | 100% of base salary (lump sum) + prorated 100% target bonus | COBRA premiums up to 12 months | 100% acceleration of time‑based awards | Release required; participants designated by committee |
| Policy term | — | — | — | 3‑year term; auto‑renews unless non‑renewed |
Evidence: .
Investment Implications
- Alignment and pay risk: Aurora emphasizes time‑based RSUs and options to drive retention and stock price alignment; however, the Pay vs Performance section notes no “company‑selected measure” for financial linkage, implying limited formal use of financial metrics in executive pay design, which can reduce direct pay‑for‑financial‑performance sensitivity .
- Selling pressure/overhang: RSUs for executives vest and release on standardized quarterly dates (Feb 20, May 20, Aug 20, Nov 20), which can create predictable supply around those days; options vest monthly, spreading potential exercises through the year .
- Retention/M&A dynamics: The double‑trigger CIC policy (salary, prorated bonus, benefits, and 100% acceleration of time‑based awards) provides retention through uncertainty and may influence executive incentives around strategic transactions; participation is by committee designation (NEOs included; Webb not explicitly listed) .
- Governance safeguards: Strong Say‑on‑Pay support (96% in 2024), an independent compensation committee, a Dodd‑Frank–compliant clawback, and prohibitions on hedging/pledging collectively reduce governance and alignment risks .
Key gaps for investors: Webb’s individual base salary, target bonus, initial equity grant size, and current beneficial ownership were not disclosed in the proxy (as she was not an NEO in 2024). Monitor future Form 3/4 filings and subsequent proxies for individual holdings, grant sizes, and vesting cadence to assess alignment and potential selling pressure .