John C. Dwyer
Independent
Tenure on this board
New nominee
3 nominees · 4 ballot items.
Elect three Class III directors; approve, on a non-binding advisory basis, named executive officer compensation (say-on-pay); ratify Deloitte & Touche LLP as independent auditors for fiscal 2027; and approve the amendment and restatement of the 2020 Equity Incentive Plan to add 10,000,000 shares and extend the evergreen through May 1, 2036.
Elect three Class III director nominees — John C. Dwyer, Michael G. McCaffery, and Stephen M. Ward, Jr. — each to hold office until the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the total compensation paid to the named executive officers as disclosed in the proxy materials. Management seeks this advisory approval to obtain shareholder feedback on its pay practices and to reinforce alignment between executive incentives and company performance; while the vote is not binding, the board and its compensation committee state they will consider the result when designing and adjusting future pay programs. The context includes a heavy emphasis on long-term equity incentives at C3.ai, multi-year vesting schedules, and recent leadership and compensation actions described in the Compensation Discussion and Analysis. The board’s stated rationale is that equity awards align executives with stockholder interests, help attract and retain specialized AI and software talent, and incentivize long-term value creation. The company discloses that abstentions count as votes present and thus have the same effect as votes against, and that the proposal requires a majority of voting power present to pass. Management recommends a vote FOR and frames the vote as a key but advisory signal that will inform future compensation decisions, not create contractual entitlements. Important governance context: the company holds say-on-pay votes annually and has historically used the results to guide compensation adjustments; the proxy explicitly notes the board’s intent to review outcomes. Risks to shareholders include potential misalignment if stock-based awards are overly generous or dilutive; management counters that its compensation committee monitors burn rate and dilution against hiring and retention needs. For institutional or governance-focused investors, the practical implication is that a substantial negative vote could prompt changes in plan design or additional disclosure, whereas an affirmative vote supports current executive pay philosophy.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2027.
Approve the amendment and restatement of the 2020 Equity Incentive Plan to increase the share reserve by 10,000,000 shares of Class A common stock and extend the plan’s automatic annual share-increase (evergreen) provision through May 1, 2036.
This management proposal requests shareholder approval to amend and restate the Company’s 2020 Equity Incentive Plan to add 10,000,000 additional shares and extend the plan’s existing automatic annual share-increase mechanism through May 1, 2036. Management argues the change is necessary because C3.ai competes in a tight labor market for AI and software talent and uses equity broadly to recruit, retain and motivate employees; without the increase management says it may lack sufficient shares to continue making competitive grants through the next annual meeting. The filing provides quantitative context, disclosing a recent burn rate and noting the requested increase equals roughly 6.4% of Class A shares outstanding as of August 4, 2026, which helps investors assess dilution. The board frames the extension of the evergreen as a governance convenience that reduces the frequency of share requests while preserving annual stockholder review because the board can set the actual annual increase below the cap. The compensation committee states it manages equity programs to balance dilution and burn against talent needs, and the board emphasizes alignment of equity with long-term shareholder value creation. Approval requires a majority of votes cast under applicable NYSE rules; management recommends FOR and will file an S-8 to register additional shares if approved. For investors evaluating the proposal, key considerations include the incremental dilution and timeline, the company’s stated need for equity to remain competitive in Enterprise AI, disclosed historical grant practices and burn-rate metrics, and the board’s ongoing commitment to manage award levels and dilution through committee oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.50% | 8,544,184 | $72M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 5,840,704 | $49M |
| 3 | BlackRock, Inc. | 3.29% | 5,119,387 | $43M |
| 4 | BlackRock, Inc. | 2.96% | 4,608,799 | $39M |
| 5 | GOLDMAN SACHS GROUP INC | 2.38% | 3,697,195 | $31M |
| 6 | MORGAN STANLEY | 2.08% | 3,240,414 | $27M |
| 7 | STATE STREET CORP | 2.03% | 3,150,583 | $27M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.83% | 2,848,762 | $24M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.60% | 2,485,851 | $21M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.49% | 2,323,738 | $20M |
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