Michael Moritz
About Michael Moritz
Michael Moritz (age 70) has served on Instacart’s Board since June 2013 and is classified as an independent director under Nasdaq rules. He is Senior Advisor to Sequoia Heritage and previously was a long-time partner at Sequoia Capital (1986–July 2023). He holds a BA in History from Christ Church, Oxford, and an MBA from the Wharton School. His tenure and background reflect deep technology investing and board experience across private and public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital | Partner | 1986–July 2023 | Venture investing leadership; multiple public boards |
| Sequoia Heritage | Senior Advisor | Current | Private investment partnership advisory |
| PhenomeX, Inc. (acq. by Bruker) | Director | 2015–2023 | Biotherapeutics oversight |
| LinkedIn Corporation | Director | Not disclosed | Technology/networking governance |
| Green Dot Corporation | Director | Not disclosed | Fintech governance |
| PayPal Holdings, Inc. | Director | Not disclosed | Digital payments governance |
| Director | Not disclosed | Technology company governance | |
| Yahoo!, Inc. | Director | Not disclosed | Digital media/web services governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Klarna Inc. | Director | Current | Private fintech board |
| Formation Bio, Inc. | Director | Current | Private pharma board |
| Sequoia Heritage | Senior Advisor | Current | Private investment partnership |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmed Moritz is independent under Nasdaq standards |
| Committee memberships | Audit Committee member ; Nominating & Corporate Governance Committee Chair |
| Board/Committee meetings in FY2024 | Board: 5; Audit: 5; Compensation: 5; Nominating & Corporate Governance: 3 |
| Attendance | Each director attended ≥75% of aggregate board/committee meetings in FY2024 |
| Years of service on CART board | Since June 2013 |
| Lead Independent Director | Role held by Lily Sarafan (not Moritz) |
Governance notes:
- As Audit Committee member, Moritz helps oversee financial reporting, internal controls, related-party reviews, and cybersecurity risks .
- As Nominating Chair, he leads director selection, committee composition recommendations, governance guidelines, and board performance evaluations .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 80,000 | Aggregate cash fees for board/committee service |
Non-employee director cash policy (effective Jan 1, 2025): $50,000 board retainer; $7,500 committee member; $15,000 Nominating Chair; $15,000 Audit Member; $10,000 Compensation Member; $30,000 Lead Independent Director (policy-wide; Moritz is Nominating Chair and Audit Member) .
Performance Compensation
| Year | Stock Awards ($) | Unvested RSUs at 12/31/2024 (#) | Vesting / Terms |
|---|---|---|---|
| 2024 | 211,524 | 6,841 | Annual director RSUs generally grant $250,000 at each annual meeting and vest fully by the next annual meeting or 1-year anniversary; all director RSUs accelerate upon Change in Control under policy . |
Note: Director equity is time-based RSUs; no disclosed performance metrics (e.g., revenue/TSR) for director grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Significant holders with board links | Sequoia Capital affiliates own ~11% of CART; board includes Ravi Gupta (Sequoia partner) and Moritz (Senior Advisor to Sequoia Heritage). Gupta disclaims beneficial ownership except for pecuniary interest; Board affirmed independence of both Gupta and Moritz . |
| Related-party oversight | Audit Committee (subcommittee of Victoria Dolan and Michael Moritz) approved a private repurchase of 3.7M shares from a D1 affiliate managed by director Daniel Sundheim, consistent with Rule 16b-3 and the Related Person Transactions Policy . |
| Other named interlocks | Relationships with Snowflake (via Frank Slootman) and The New York Times Company (via Meredith Kopit Levien) disclosed and monitored; no payments disclosed to Snowflake in Q1’24, though $8M usage expense; ~$8M expected payments to NYT under a 2024 agreement . |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Technology investing & governance | Decades at Sequoia; service on boards of Google, PayPal, LinkedIn, Yahoo!, Green Dot; current private boards . |
| Financial oversight | Audit Committee member; Board determined independence; broad experience reading financial statements . |
| Education | BA History (Christ Church, Oxford); MBA (Wharton) . |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Michael Moritz | 2,398,313 | <1% | 20,783 directly; 1,015,995 via Maximus Trust (co-trustee; shared power); 1,361,535 via a non-profit foundation where he serves as chair (no pecuniary interest) . |
Director equity and trading policies:
- Prohibition on hedging and pledging applies to directors (short sales, derivatives, collars, margin pledges) .
- Insider Trading Policy governs director transactions and compliance .
Governance Assessment
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Strengths:
- Dual roles on Audit and as Nominating Chair enhance board oversight quality and refreshment rigor .
- Board independence affirmed; attendance threshold met; board holds executive sessions under Lead Independent Director .
- Robust policies on related-party transactions; Moritz served on independent subcommittee for D1 repurchase, signaling process discipline in interlocked transactions .
- Anti-hedging/pledging policy supports ownership alignment; director equity grants with service-based vesting encourage long-term orientation .
-
Watch items / potential conflicts:
- Sequoia affiliates are 11% holders; Moritz’s advisory link to Sequoia Heritage and Gupta’s Sequoia role create perceived network interlocks; however, Board independence determinations and policy oversight mitigate risk .
- Participation in approval of transactions involving a fellow director’s affiliated fund (D1) requires continued rigorous recusal and independent committee processes; subcommittee use is appropriate but should be monitored for precedent and transparency .
-
Investor confidence signals:
- 2024 say-on-pay support exceeded 99%, suggesting broad investor confidence in compensation governance and board oversight frameworks .
- Clear committee charters and risk oversight disclosures, including cybersecurity and AI risk monitoring via the Audit Committee, align with best practices .