Michelangelo Volpi

About Michelangelo Volpi

Michelangelo Volpi, age 58, has served on Confluent’s Board since April 2015. He is General Partner at Hanabi Capital Management since December 2024; previously a Partner (2009–June 2023) and then Retired Partner (since July 2023) at Index Ventures. He currently serves on the boards of Aurora Innovation, Inc. (since January 2018) and Ferrari N.V. (since April 2023). He holds a B.S. in Mechanical Engineering, an M.S. in Manufacturing Systems Engineering, and an MBA from Stanford University .

Past Roles

External Roles

Board Governance

Fixed Compensation

Additional policy details:

• Annual RSU grant of $200,000 (value-based), vests by the next annual meeting or first anniversary; directors may elect equivalent cash in lieu of RSUs .
• Initial RSU of $400,000 for newly appointed non-employee directors, vesting one-third annually over three years .
• Change-in-control: Outstanding director equity awards and annual director cash awards become fully vested immediately prior to closing .
• M&A Committee retainers pro-rate beginning the first meeting (first M&A meeting occurred August 2024) .

As of 12/31/2024, RSUs/options held by non-employee directors show Volpi with no outstanding RSUs or options .

Performance Compensation

• Confluent does not disclose performance-based metrics tied to non-employee director compensation; annual director equity grants are time-based RSUs; no director options granted in 2024 .
• Company-wide clawback policy applies to Section 16 officers for incentive compensation after Oct 3, 2023, not specifically to directors .

Other Directorships & Interlocks

• Related Person Transactions Policy: Audit Committee reviews and approves/ratifies related person transactions >$120,000, considering arm’s-length terms, independence, and conflicts . No Volpi-related transactions are disclosed.

Expertise & Qualifications

• Technology investor/operator background with extensive public board experience in software, data, and technology; Stanford engineering and MBA credentials .
• Governance acumen indicated by chairing N&G and M&A committees .

Equity Ownership

• No RSUs or options outstanding as of 12/31/2024 .
• No pledging disclosed; no hedging/pledging policy disclosures specific to directors identified in the proxy.
• Stock Ownership Guidelines: Non-employee directors expected to hold at least 5x their total annual cash retainer within five years; company states all non-employee directors were in compliance as of Dec 31, 2024 (either met requirements or within allowed time) .

Governance Assessment

• Strengths:

  • Independent director with deep technology and venture experience; chairs Nominating & Governance and M&A—two leverage points for board effectiveness and strategic oversight .
  • High alignment signal: Waived 2024 cash retainer and RSU grant; no outsized director pay or option grants; board imposes annual caps ($750k/$1.5m for new appointments) .
  • Clear governance processes: formal policies for director ownership (5x retainer), committee charters, change-in-control treatment, and related person transaction review .

• Watch items:

  • Concurrent venture role (Hanabi; previously Index) increases network exposure—appropriate to monitor potential deal-related conflicts given M&A chair role; however, the proxy assigns related person transaction oversight to the Audit Committee and conflict reviews to N&G, mitigating risk with defined policies .
  • Attendance disclosure is aggregate; while the company reports all directors met ≥75% thresholds and committee cadence appears robust, investor preference is for individual attendance metrics—these are not disclosed .

• Overall signal:

  • Governance quality appears solid with independent leadership and defined oversight mechanisms; Volpi’s waived compensation and meaningful share ownership suggest alignment, with no disclosed related-party transactions or pledging, supporting investor confidence .