Michael Thompson
About Michael Thompson
Michael Thompson, 47, was appointed to Oklo’s Board on March 4, 2025 and serves as an independent Class III director. He is the managing partner of Reinvent Capital (since 2017), and previously served as CEO and director of Reinvent Technology Partners (2020–2021); he holds a BBA in International Finance from the University of Georgia’s Honors Program . As of the April 7, 2025 record date, he held no Oklo shares beneficially; his committee assignments include Audit and Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reinvent Capital | Managing Partner | 2017–present | Private investment fund focused on technology; investment and board advisory leadership |
| Reinvent Technology Partners | Chief Executive Officer and Director | 2020–2021 | Led SPAC sponsor operations and governance |
| BHR Capital | Founder & Managing Partner | Prior to Reinvent Capital (dates not specified) | Hedge fund founder; technology investing |
| Various technology companies | Advisor/Board member | Not specified | Board advisory across tech sector (companies not named) |
External Roles
| Company/Institution | Role | Public/Private | Interlocks/Notes |
|---|---|---|---|
| Reinvent Capital | Managing Partner | Private | Investment/board networks in technology; no Oklo related-party transactions disclosed |
| Reinvent Technology Partners | CEO & Director | Public (SPAC; past) | Prior public company leadership; no Oklo interlocks disclosed |
Board Governance
- Board classification: Thompson is a Class III director; current Class III includes Jacob DeWitte (Chair/CEO), Michael Thompson, and Daniel B. Poneman; Class III terms expire at the 2027 Annual Meeting .
- Committee assignments: Member—Audit Committee and Compensation Committee (Audit Chair: Richard W. Kinzley; Compensation Chair: Lt. Gen. (ret.) John Jansen) .
- Independence: Board determined Audit and Compensation Committee members, including Thompson, meet Exchange Act Rule 10A-3 and NYSE independence requirements .
- Engagement: Signed Audit Committee Report for FY2024 alongside Kinzley and Jansen, evidencing active participation .
- Attendance context: In 2024, the Board held four meetings; each director attended ≥75% of Board and committee meetings. Thompson joined in March 2025; 2024 attendance thresholds reflect pre-appointment data .
- Executive sessions: Independent directors meet in executive session on a regular basis .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Paid quarterly, pro-rated for partial quarters |
| Audit Committee Chair Retainer | $20,000 | Chair-only; Thompson is a member, not chair |
| Compensation Committee Chair Retainer | $15,000 | Chair-only; Thompson is a member, not chair |
| Nominating & Corporate Governance Chair Retainer | $15,000 | Chair-only; Thompson is not on this committee |
Program-level disclosure; individual 2025 director cash paid to Thompson not itemized in the proxy. He became eligible as of March 4, 2025 subject to pro-ration .
Performance Compensation
| Equity Award | Dollar Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Annual RSU grant (2025 onward) | ~$125,000 | Vests in full on 1-year anniversary of grant; service-based | Vests in full upon change in control if director does not join successor board |
| Initial 2024 RSU (program adoption) | $150,000 | Vested in full on 1-year anniversary of May 9, 2024; for directors serving as of May 9, 2024 | Full vest on change in control if not retained on successor board |
- No performance-conditioned equity (PSUs), options, or disclosed performance metrics tied to director pay; director compensation is cash + time-vested RSUs .
Other Directorships & Interlocks
| Entity | Type | Overlap with Oklo Stakeholders | Conflict Notes |
|---|---|---|---|
| Reinvent Technology Partners | SPAC (public; past) | None disclosed | No related-party transactions with Oklo disclosed |
| Reinvent Capital | Private investment | None disclosed | No related-party transactions with Oklo disclosed |
Expertise & Qualifications
- Investment and technology governance experience; SPAC leadership background (capital markets, board processes) .
- Education: BBA in International Finance, University of Georgia Honors Program .
- Committee-relevant expertise: Participates on Audit (financial reporting oversight) and Compensation (pay programs, equity plan administration) committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael Thompson | 0 | <1% | No beneficial ownership as of April 7, 2025 |
| Shares outstanding base | 139,192,604 | — | Record date base for ownership calculations |
- Anti-hedging policy prohibits directors from engaging in hedging or transactions that offset declines in Oklo equity; no pledging disclosures specific to directors provided in the proxy .
Governance Assessment
- Strengths: Independent director with capital markets and board experience; active Audit and Compensation Committee member; signed the Audit Committee Report, signaling engagement with financial reporting oversight .
- Alignment: Director program delivers time-vested RSUs each year; as of the April 7, 2025 record date Thompson had no beneficial ownership, with alignment expected via scheduled annual RSU grants per program .
- Conflicts/Related Parties: No related-party transactions involving Thompson disclosed; Oklo maintains a formal Related Person Transaction Policy with Audit Committee review thresholds .
- Attendance/Process: Board and committee structures are in place; independent executive sessions held; 2024 attendance thresholds met across directors (pre-appointment for Thompson) .
- Red flags: None disclosed regarding legal proceedings, pledging, hedging, or compensation anomalies for directors; director equity awards are time-based without repricing features .