Ravi Gupta
Director at CART
Board
About Ravi Gupta
Ravi Gupta (age 43) is an independent Class II director of Maplebear Inc. (Instacart) since September 2023; he is a Partner at Sequoia Capital (since November 2019), and previously served as Instacart’s CFO (Oct 2015–Nov 2019) and COO (Dec 2016–Nov 2019). He holds a B.S. from Duke University and was selected for his extensive financial and business expertise in high‑growth technology companies; the Board affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Instacart (Maplebear Inc.) | Chief Financial Officer | Oct 2015–Nov 2019 | Executive leadership role |
| Instacart (Maplebear Inc.) | Chief Operating Officer | Dec 2016–Nov 2019 | Executive leadership role |
| Sequoia Capital | Partner | Nov 2019–present | Venture investing; boards of private companies |
| Kohlberg Kravis Roberts & Co. L.P. (KKR) | Various roles, most recently Director | 2005–2015 | Investment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sequoia Capital | Partner | Nov 2019–present | Serves on boards of several private companies (not individually listed) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Gupta is independent under Nasdaq standards .
- Attendance/engagement: In FY2024 the Board met 5 times; the Compensation Committee met 5 times; Nominating & Corporate Governance met 3 times; each director attended at least 75% of aggregate Board and applicable committee meetings; six of eight directors attended the 2024 annual meeting .
- Term: Renominated for election at the May 22, 2025 meeting to hold office until the 2028 annual meeting (Class II) .
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Fees earned or paid in cash | $73,407 | FY2024 | Director cash compensation received by Ravi Gupta |
| Director annual cash retainer | $50,000 | Policy effective Jan 1, 2025 | For Board service |
| Compensation Committee Chair retainer | $20,000 | Policy effective Jan 1, 2025 | In lieu of committee member retainer |
| Nominating & Corporate Governance Committee member retainer | $7,500 | Policy effective Jan 1, 2025 | Member retainer |
Performance Compensation
| Equity Element | Grant Value/Units | Vesting | Notes |
|---|---|---|---|
| Stock awards (accounting grant‑date fair value) | $211,524 | Per grant terms | FY2024 director stock awards value |
| Unvested RSUs at 12/31/2024 | 12,397 shares | Per award schedule | Aggregate unvested RSUs for Ravi Gupta |
| Initial Director RSU Grant | $250,000 grant‑date fair value | Equal annual vesting over 3 years | Granted upon initial board appointment |
| Annual Director RSU Grant | $250,000 grant‑date fair value | Vests in full by next annual meeting or one‑year anniversary | Granted each annual meeting unless waived |
| Change‑in‑Control Acceleration | Full vesting of director RSU grants | Upon Change in Control | Acceleration applies to Initial, Annual, and Pro‑Rated grants |
- The non‑employee director equity program is time‑based; no performance metrics (e.g., EBITDA, TSR) apply to director RSUs .
Other Directorships & Interlocks
| Entity | Type | Connection | Potential Interlock/Conflict Note |
|---|---|---|---|
| Sequoia Capital affiliates | >5% stockholder group | Hold 28,039,929 shares (≈11%) via multiple Sequoia entities | Gupta is a Sequoia Partner; he expressly disclaims beneficial ownership except to the extent of pecuniary interest |
| D1 Capital Partners affiliates | >5% stockholder group | Hold 35,683,252 shares (≈14%); Director Daniel Sundheim is affiliated | Highlights presence of two directors affiliated with significant shareholders |
Expertise & Qualifications
- Finance and operations leadership experience (Instacart CFO/COO) .
- Private equity and investing background (KKR 2005–2015; Sequoia Partner since 2019) .
- Education: B.S., Duke University .
- Board selection rationale: extensive financial and business expertise; experience with high‑growth tech companies .
Equity Ownership
| Holding | Shares | Ownership % of 263,453,104 Shares Outstanding | Notes |
|---|---|---|---|
| Mercer Street Trust (co‑trustee; shared voting/dispositive power) | 907,491 | ~0.34% (907,491 ÷ 263,453,104) | Footnote disclosure of trust holdings |
| Sequoia Grove II, LLC (member; sole voting/dispositive over these shares) | 668 | ~0.0003% (668 ÷ 263,453,104) | Footnote disclosure of LLC holdings |
| Sequoia Capital affiliates (aggregate) | 28,039,929 | ~10.64% (aggregate; group level) | Gupta disclaims beneficial ownership except pecuniary interest |
| Unvested director RSUs (as of 12/31/2024) | 12,397 | n/a | Future vesting subject to service |
- Hedging/pledging: Company Insider Trading Policy prohibits hedging and pledging by directors .
Governance Assessment
- Strengths: Independent status affirmed by the Board ; deep finance/operator background supporting Compensation Committee leadership ; active service on governance committee ; attendance met Board standards in FY2024 .
- Potential conflicts/RED FLAGS:
- Prior Instacart executive (CFO/COO) now chairs Compensation Committee—committee notes this interlock history explicitly; mitigation via independence determination and broader committee composition .
- Affiliation with a significant shareholder (Sequoia) that holds ~11%—footnotes disclose relationships and Gupta’s disclaimer; related‑party transactions are governed under a formal policy and Audit Committee oversight .
- Controls: Robust Related Person Transactions Policy requiring Audit Committee approval/ratification; Board committees each comprised of independent directors; prohibition on hedging/pledging; codified corporate governance guidelines .
Director Compensation (Detail Snapshot, FY2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $73,407 |
| Stock Awards (ASC 718 grant‑date fair value) | $211,524 |
| Total | $284,931 |
Policy orientation (2025): $50,000 Board retainer; $20,000 Compensation Chair; $7,500 Nominating & Governance member; Annual RSU grant $250,000; Initial RSU grant $250,000; full acceleration on Change in Control .