Andrew Boyd
About Andrew Boyd
Andrew Boyd, 55, was appointed an independent Class II director of SES AI Corporation in September 2025. He is a partner and founder of Bramalea Partners, LLC (technology-focused fund manager) since January 2020, and previously spent 15 years at Fidelity Management & Research Company culminating as Head of Equity Capital Markets, where he created and oversaw Fidelity’s private investing team (> $14 billion invested, 2004–2019). Earlier, he was a corporate attorney at Goodwin Procter LLP (Boston) and Davies Ward Phillips Vineberg LLP (Toronto). He holds a BA (Hons) in Economics from the University of Toronto, an LL.B from the University of Windsor, and a JD from the University of Detroit Mercy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Management & Research Company | Head of Equity Capital Markets; created/oversaw private investing team (> $14B deployed) | ~2004–2019 | Built and led private investing platform; capital markets leadership |
| Goodwin Procter LLP (Boston) | Corporate Attorney | Prior to Fidelity | Corporate law practice |
| Davies Ward Phillips Vineberg LLP (Toronto) | Attorney | Prior to Goodwin | Corporate law practice |
External Roles
| Organization | Role | Tenure | Focus/Expertise |
|---|---|---|---|
| Bramalea Partners, LLC | Partner; Founder | Jan 2020–present | Technology-focused fund manager (internet, e-commerce, software, AI/big data, tech-enabled consumer apps) |
Board Governance
- Board committees: Audit Committee member and Compensation Committee member; not a chair .
- Independence: Board affirmatively determined Boyd is independent under NYSE rules; meets additional independence standards for Audit and Compensation Committee service .
- Audit financial expert: Board designated Eric Luo (not Boyd) as the audit committee financial expert .
- Lead Independent Director: Dr. Jiong Ma serves as Lead Director and chairs executive sessions; SES regularly holds executive sessions without management .
- Attendance benchmark: In fiscal 2024, no incumbent director attended fewer than 75% of board/committee meetings; committee activity included 7 Audit, 4 Compensation, 3 Nominating, 1 Strategic Investment meetings .
- Controlled company: SES is a “controlled company” under NYSE rules (CEO/affiliates >50% voting power). Despite exemption, the Board maintains majority independence and fully independent Audit and Compensation Committees .
Fixed Compensation
Director compensation program (revised February 2024; applicable to Boyd upon joining):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Audit Committee – member | $10,000 | Non-chair supplemental fee |
| Compensation Committee – member | $7,500 | Non-chair supplemental fee |
| Nominating & Corporate Governance – member | $5,000 | Non-chair supplemental fee |
| Audit Committee – chair | $22,500 | If serving as chair |
| Compensation Committee – chair | $15,000 | If serving as chair |
| Nominating & Corporate Governance – chair | $15,000 | If serving as chair |
| Lead Director | $20,000 | If designated |
| Initial equity grant (RSUs) | $320,000 award value | Granted on board entry; vests fully in one year (service-based) |
| Annual equity grant (RSUs) | $160,000 award value | From second year of service; vests fully in one year (service-based) |
- Vesting: Director RSUs vest in full one year after grant, subject to continued service .
- Recent benchmark: Non-employee director compensation for FY2024 used the above schedule; cash base increased from $45,000 to $50,000 and equity awards increased from $150,000 to $160,000 annually; initial RSUs increased from $300,000 to $320,000 .
Performance Compensation
| Item | Detail |
|---|---|
| Director equity performance metrics | None disclosed; director RSU grants vest time-based (service). No options or PSUs for directors . |
SES does not apply financial performance metrics to director compensation; executive pay uses operational targets and stock-price PSUs, but directors receive service-vesting RSUs .
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Boyd in SES proxy . |
Expertise & Qualifications
- Capital markets and private investments leadership; technology and AI/big data expertise; founder/operator experience at Bramalea Partners .
- Legal training and corporate law practice; degrees in economics and law (LL.B/JD) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Class A | % Class B | % Total Voting Power |
|---|---|---|---|---|---|
| Andrew Boyd | — | — | <1% | — | <1% |
- As of August 25, 2025, Boyd reported less than 1% beneficial ownership; the table shows no specific share count listed for Boyd and denotes <1% ownership .
- Director stock ownership guidelines: Directors must hold shares equal to at least 5× the annual cash retainer within five years of appointment; directors must retain 100% of net shares until compliant. As of August 25, 2025, all serving directors had met the requirement or were within the grace period (Boyd newly appointed in September 2025, thus within grace period) .
Governance Assessment
- Strengths: Independent director with deep capital markets and investment experience; sits on Audit and Compensation Committees, enhancing oversight of financial reporting and pay practices; Board maintains majority independence and fully independent Audit/Compensation Committees despite controlled company status .
- Alignment: Director equity is service-vesting RSUs with clear ownership guidelines, promoting long-term alignment; hedging/pledging of company stock is prohibited by policy .
- Potential risks/flags: Bramalea Partners’ technology focus overlaps with SES’s sector; while no related-party transactions involving Boyd are disclosed, monitor for any business dealings or information flow conflicts. SES’s controlled-company structure concentrates voting power with the CEO, which may dampen minority investor influence; Audit committee financial expert designation resides with another director (Luo), not Boyd .
- Attendance/compliance: Committee workloads are substantial; prior-year attendance met 75% threshold for incumbents; SES conducts regular executive sessions led by the Lead Director, supporting independent oversight .
Related Party & Conflict Controls
- Formal Related Person Transactions Policy: Audit Committee reviews material facts, fairness, and independence impacts for transactions >$120,000 involving related persons .
- Recent related-party context: GM Ventures nomination rights terminated October 29, 2024; GM no longer related party thereafter. Prior GM JDA invoicing ~$10.6M in 2023 and ~$3.2M in 2024; none attributed to Boyd .
No Boyd-specific related-party transactions or conflicts were disclosed in SES’s 2024–2025 proxies .
Notes
- Committee assignments: Audit Committee member; Compensation Committee member .
- Independence: Affirmed under NYSE rules, including for committee service .
- Appointment: Class II director since September 2025 .