Michael Clifton
About Michael Clifton
Michael Clifton, age 45, has served as an independent director of Rigetti Computing since March 2022; he is designated an “audit committee financial expert” and currently chairs the Compensation Committee, with the Audit Committee chair role to transition to him following the 2025 Annual Meeting . He is a Partner at Falfurrias Management Partners (since September 2022), and previously served as CFO and director across multiple Supernova SPACs; he holds a BA, cum laude, in classics from Davidson College and an MBA with High Distinction (Baker Scholar) from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Senior investment professional, U.S. Buyout team (tech/business services) | 2010–Sep 2020 | Led investing in technology and business services; transactions across sectors incl. semiconductors |
| Supernova Partners Acquisition Company III Ltd. | Director; Chief Financial Officer | Director: Mar 2021–Mar 2023; CFO: Mar 2021–Apr 2023 | Public market experience; led offerings |
| Supernova Partners Acquisition Company II, Ltd. | Director; Chief Financial Officer | Oct 2020–Mar 2022 | SPAC governance/finance leadership |
| Supernova Partners Acquisition Company, Inc. | Chief Financial Officer | Sep 2020–Mar 2021 | SPAC finance leadership |
| Bank of America Securities | M&A group | Prior to Carlyle | Corporate finance/M&A experience |
| Middle market PE firms (2) | Investment roles | Prior to Carlyle | Private equity execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Falfurrias Management Partners (Falfurrias Growth Partners) | Partner | Sep 2022–Present | Technology-focused growth PE fund leadership |
| Various public/private boards | Director | Multiple years | Served on more than a dozen boards |
Board Governance
- Independence: The Board determined Clifton is independent under Nasdaq rules; all committee members meet applicable SEC/Nasdaq independence standards .
- Committee assignments (FY2024): Audit Committee member; Compensation Committee chair; no Nominating & Corporate Governance assignment .
- Committee leadership transition: Clifton to become Audit Committee chair following Ms. McCarthy’s term at the 2025 Annual Meeting; Clifton and McCarthy are “audit committee financial experts” .
- Attendance and engagement: Board met six times in FY2024; each director attended at least 75% of Board and applicable committee meetings; non-management directors held four executive sessions; all directors attended the 2024 annual meeting .
- Board structure: Independent Chairman (Thomas J. Iannotti) enhances oversight and accountability .
| Committee (FY2024) | Membership | Chair |
|---|---|---|
| Audit | Cathy McCarthy; H. Gail Sandford; Alissa M. Fitzgerald; Michael Clifton | Cathy McCarthy (Clifton to become chair post-Annual Meeting) |
| Compensation | Ray Johnson; Thomas J. Iannotti; Michael Clifton | Michael Clifton |
| Nominating & Corporate Governance | Alissa M. Fitzgerald; H. Gail Sandford | H. Gail Sandford |
Fixed Compensation
| Component | FY2024/FY2025 (through Mar 31, 2025) | Effective Apr 1, 2025 |
|---|---|---|
| Annual Board Retainer (non-employee director) | $36,000 | $40,000 |
| Non-Executive Chair premium | $22,500 | $37,500 |
| Audit Committee – Chair | $18,000 | $20,000 |
| Audit Committee – Member | $9,000 | $10,000 |
| Compensation Committee – Chair | $10,800 | $15,000 |
| Compensation Committee – Member | $5,400 | $7,200 |
| Nominating & Governance – Chair | $8,100 | $10,000 |
| Nominating & Governance – Member | $4,050 | $5,000 |
Director cash compensation actually paid (FY2024):
| Name | Cash ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Michael Clifton | 55,800 | 140,000 | — | 195,800 |
Year-over-year comparison:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Cash ($) | 55,895 | 55,800 |
| Stock Awards ($) | 140,000 | 140,000 |
| Options ($) | — | — |
| Total ($) | 195,895 | 195,800 |
Performance Compensation
- Equity award framework (pre-Apr 1, 2025): Annual RSU grant fair value of $140,000 to each eligible non-chair director; vests fully at next Annual Meeting or one-year anniversary, subject to service .
- Equity award framework (post-Apr 1, 2025): Annual RSU grant fair value increased to $167,500; initial RSU grant for new directors increased to $370,000, vesting ratably over three years; unvested director equity accelerates upon Change in Control as defined in the 2022 Plan .
- Clifton’s outstanding director equity (as of Dec 31, 2024): 156,372 unvested RSUs; no director options outstanding .
| Award | Grant/Status | Fair Value or Units | Vesting |
|---|---|---|---|
| Annual RSU (FY2024) | Granted June 18, 2024 | $140,000 fair value | Full vest at next Annual Meeting or one-year anniversary, subject to service |
| Outstanding RSUs (director) | As of Dec 31, 2024 | 156,372 unvested RSUs | Per award agreements (time-based); FY2024 annual RSU per policy |
| Post-Apr 1, 2025 Annual RSU | Policy level | $167,500 fair value | Full vest at next Annual Meeting or one-year anniversary, subject to service |
| Post-Apr 1, 2025 Initial RSU (new directors) | Policy level | $370,000 fair value | 1/3 annually over three years; service condition |
No director performance metrics (e.g., TSR, EBITDA) are specified for director equity awards; awards are time-based. Change-in-control provides acceleration for unvested director awards .
Other Directorships & Interlocks
| Company/Organization | Relationship | Tenure | Notes |
|---|---|---|---|
| Supernova Partners Acquisition Company III Ltd. | Director; CFO | Director: Mar 2021–Mar 2023; CFO: Mar 2021–Apr 2023 | SPAC; public market transactions |
| Supernova Partners Acquisition Company II, Ltd. | Director; CFO | Oct 2020–Mar 2022 | SPAC governance |
| Supernova Partners Acquisition Company, Inc. | CFO | Sep 2020–Mar 2021 | SPAC finance |
| Falfurrias Management Partners | Partner | Sep 2022–Present | Technology-focused PE |
| Board interlock context | Applied Materials (AMAT) – Chair: Thomas J. Iannotti | Ongoing | Not Clifton’s role; demonstrates semiconductor-industry board adjacency |
Expertise & Qualifications
- Corporate finance and technology investing expertise; transactions spanning leveraged buyouts, growth investments, carve-outs; led public and follow-on offerings .
- “Audit committee financial expert” designation by the Board .
- Education: BA, cum laude, Davidson College; MBA with High Distinction (Baker Scholar), Harvard Business School .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Michael Clifton | 1,338,742 | <1% | Includes 782,492 common shares and 556,250 private placement warrants; 72,534 shares subject to vesting at $15.00 VWAP hurdle (20 of 30 trading days within five years post-closing) and must be voted per Sponsor Support Agreement; unvested shares forfeited after 5th anniversary if condition not met |
Outstanding director awards (as of Dec 31, 2024):
| Name | Vested Options | Unvested Options | Unvested RSUs |
|---|---|---|---|
| Michael Clifton | — | — | 156,372 |
Hedging, pledging, margin policy: Company’s insider trading policy prohibits hedging or monetization transactions, trading in derivatives, short selling, purchasing on margin, and pledging shares as collateral .
Governance Assessment
- Strengths: Independent status; chair of Compensation Committee and incoming Audit Committee chair; audit financial expert credentials; consistent attendance; robust hedging/pledging prohibitions and executive clawback policy; use of independent compensation consultant (Compensia) with no conflicts identified .
- Alignment: Regular annual RSU grants and meaningful unvested RSUs suggest ongoing alignment; director equity accelerates on change-in-control, standard for director pay .
- Potential conflicts and RED FLAGS:
- Sponsor Support Agreement voting obligations on unvested SPAC-related shares could create perceived alignment with sponsor outcomes; unvested tranche tied to $15.00 stock price hurdle remains outstanding as of record date .
- Private placement warrants holdings indicate legacy SPAC involvement; monitor any related-party transactions—Company employs a formal related person transactions policy with Audit Committee oversight and recusal where applicable .
- Attendance/engagement: Board met six times in FY2024; each director ≥75% attendance; four executive sessions among non-management directors; supports effective oversight .
- Director compensation mix: Heavy equity component via time-based RSUs; modest cash retainers; post-April 2025 retainer increases (especially committee chairs) may reflect increased workload and market benchmarking .
Overall, Clifton’s finance and technology investing background, committee leadership, and audit expertise support board effectiveness. The SPAC-sponsor voting obligations and warrant holdings warrant ongoing monitoring for perceived conflicts, though Company policies provide structured oversight and independence safeguards .